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Oslo, 27 November 2025:
Reference is made to the stock exchange announcement by Fjord Defence Group ASA
("Fjord Defence Group" or the "Company") on 26 November 2025 (the
"Announcement"), regarding the agreement to acquire 100% of the shares in
Scanfiber Composites A/S ("Scanfiber") (the "Acquisition"), and a contemplated
private placement of new shares in the Company (the "Private Placement").
The Company is pleased to announce that the Private Placement has been
successfully placed, and that the Company's board of directors (the "Board") has
resolved to conditionally allocate 13,333,333 new shares (the "Offer Shares") at
a price per Offer Share of NOK 12.00 (the "Offer Price"), thereby raising gross
proceeds to the Company of approx. NOK 160 million. The Private Placement
attracted strong interest and was significantly oversubscribed, and was thus
upsized by approx. NOK 10 million from the original offer size of approx. NOK
150 million.
The net proceeds to the Company from the Private Placement will be used to fund
the Cash Consideration Plug (as defined in the Announcement) in the Acquisition.
Timeline and settlement
The issuance of Offer Shares and Consideration Shares (as defined in the
Announcement) is subject to approval by an extraordinary general meeting of the
Company expected to be held on or about 18 December 2025 (the "EGM"). The notice
to the EGM is expected to be published by the Company on or about 27 November
2025.
Notice of conditional allocation and payment instructions will be communicated
by the Managers (as defined below) to the applicants having been allocated Offer
Shares in the Private Placement on 27 November 2025 before 09:00 CET.
The first day of trading for the Offer Shares on Oslo Børs is expected on or
about 18 December 2025 after a stock exchange notice regarding the approval of
the issuance of Offer Shares by the EGM has been published.
The Private Placement is expected to be settled by the Managers on a
delivery-versus-payment ("DVP") basis on or about 22 December 2025 (second
trading day after the EGM).The DVP settlement structure in the Private Placement
is facilitated by a share lending agreement (the "Share Lending Agreement")
between the Company, the Managers and certain large existing shareholders in the
Company. The Managers will settle the share loan under the Share Lending
Agreement with new shares in the Company to be issued by the EGM.
The new shares in the Company to be delivered (i) to the share lenders pursuant
to the Share Lending Agreement, and (ii) as Consideration Shares to the sellers
in the Acquisition will be issued on a separate ISIN and will not be tradable on
Euronext Oslo Børs until a listing prospectus has been approved by the Financial
Supervisory Authority of Norway and published by the Company, which is expected
in January 2026.
Following the necessary resolutions by the EGM and registration of the issuance
of the Offer Shares (prior to the issuance of the Consideration Shares), the
Company will have a share capital of NOK 460,165,255.20 divided into 54,781,578
shares, each with a nominal value of NOK 8.40.
Conditional allocations of Offer Shares
The following members of the Company's Board and management have conditionally
been allocated Offer Shares at the Offer Price as follows:
* AS Saturn, close associate of Jon Asbjørn Bø (CEO of the Company), has been
allocated 166,666 Offer Shares (approx. NOK 2.0 million)