Selskabsmeddelelse
THE KINGFISH COMPANY N.V. - SIGNING OF CLA CONVERSION AGREEMENT
Kats, Netherlands - May 18, 2026 - Reference is made to the stock exchange
announcement made by The Kingfish Company N.V. (Euronext Growth Oslo: KING) (the
"Company" or "Kingfish") on 12 May 2026 (the "Restructuring Announcement")
regarding a contemplated comprehensive restructuring of the Company's capital
structure (the "Restructuring"). Capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Restructuring Announcement.
The Company hereby announces that it has entered into the CLA Conversion
Agreement for the conversion of all outstanding commitments under the CLA,
including accrued and unpaid interest, amounting to approximately EUR 49 million
in aggregate, into approximately 363,093,479 new ordinary shares in the Company.
The final number of new shares is subject to the exact timing of the completion
of the Restructuring. Separately, additional shares may be issued in connection
with the Subsequent Offering, as further described in the Restructuring
Announcement.
As further detailed in the Restructuring Announcement, each CLA lender's
conversion price shall be satisfied in full by way of set-off against the
relevant outstanding amount of such lender, and following the completion of the
CLA Conversion, the CLA will be terminated.
The completion of the CLA Conversion is subject to the satisfaction or waiver of
inter alia the following conditions: (i) the execution of the Amended SFA, (ii)
the completion of the Private Placement and (iii) the EGM resolving the EGM
Resolutions.
The execution of the CLA Conversion Agreement constitutes the fulfilment of one
of the conditions for the completion of the Private Placement, as further
detailed in the Restructuring Announcement.
For media and investor inquiries, please contact
press@the-kingfish-company.com
ir@the-kingfish-company.com
This information is published in accordance with the requirements of the
Continuing Obligations for Euronext Growth Oslo.
About The Kingfish Company
The Kingfish Company is a pioneer and leader in sustainable land-based
aquaculture, specialising in the production of high-quality yellowtail kingfish.
The Company operates its flagship facility, Kingfish Zeeland, in the
Netherlands.
Production is based on advanced recirculating aquaculture systems (RAS) that
ensure biosecurity and environmental control. Animal welfare is paramount, and
the fish are grown without antibiotics or vaccines. All operations run on 100%
renewable electricity, and use seawater to conserve freshwater resources.
The Company's main product, the Yellowtail Kingfish (also known as ricciola,
hiramasa, or greater amberjack), is a versatile premium species highly valued in
Italian and Asian-fusion cuisines. Its products are certified as sustainable and
environmentally responsible by Best Aquaculture Practices (BAP), GLOBALG.A.P.,
and Friend of the Sea.
IMPORTANT INFORMATION
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State. In the United Kingdom, this
communication is only addressed to and is only directed at Qualified Investors
as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to
Trading regulations 2024, and that are (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this announcement relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not provide
any guarantees that the assumptions underlying the forward-looking statements in
this announcement are free from errors nor does it accept any responsibility for
the future accuracy of the opinions expressed in this announcement or any
obligation to update or revise the statements in this announcement to reflect
subsequent events. You should not place undue reliance on the forward-looking
statements in this document.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Company nor any of its respective affiliates or advisers makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein. This announcement is for information purposes only
and is not to be relied upon in substitution for the exercise of independent
judgment. It is not intended as investment advice and under no circumstances is
it to be used or considered as an offer to sell, or a solicitation of an offer
to buy any securities or a recommendation to buy or sell any securities in the
Company. Neither the Company nor any of its respective affiliates or advisers
accepts any liability arising from the use of this announcement.
endation to buy or sell any securities in the\
Company. Neither the Company nor any of its respective affiliates or advisers\
accepts any liability arising from the use of this announcement.\