NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES OF AMERICA ,AUSTRALIA ,CANADA ,HONG KONG ORJAPAN , OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.Oslo ,26 May 2023 : Reference is made to the stock exchange announcement made byIce Fish Farm AS (the "Company" or "Ice Fish Farm ") on30 March 2023 regarding the successful completion of a private placement in the Company raising gross proceeds ofNOK 499,707,991.20 (the "Private Placement") and a potential subsequent offering of up to 1,810,536 new shares (the "Subsequent Offering"), as well as the stock exchange announcement made on16 March 2023 where the Company announced that the general meeting had, inter alia, resolved to grant the board of directors an authorization to increase the Company's share capital by up toNOK 3,203,389.80 . The board of directors has today resolved to launch the Subsequent Offering at an offer price ofNOK 27.60 per new share. The resolution is conditional on theNorwegian Register ofBusiness Enterprises ("NRBE") publication of a prospectus prepared for the offering of the new shares to eligible shareholders in the Subsequent Offering (including the listing of such new shares on the Euronext Growth Oslo) (the "Prospectus"). It is expected that the Prospectus will be filed and published by the NRBE on or about30 May 2023 , and that the subscription period in the Subsequent Offering will commence at 09:00 hours (CET) on31 May 2023 and end at 16:30 hours (CET) on13 June 2023 . Shareholders of the Company as of30 March 2023 , as registered as such in the Company's shareholders register in Euronext Securities Oslo, theNorwegian Central Securities Depository (the "CSD") on3 April 2023 (the "Record Date") who (i) were not allocated shares in the Private Placement and (ii) are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other thanNorway , that would require any approval, filing, registration or similar action of a registration document or prospectus (such eligible shareholders jointly the "Eligible Shareholders") will be granted one 0.08250 non-transferable subscription right ("Subscription Right") for every existing shares registered as held by such Eligible Shareholder in the CSD as at the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right gives, subject to applicable law, the right to subscribe for, and be allocated, one (1) new share in the Subsequent Offering at the subscription price. Over-subscription will be permitted. Subscription without subscription rights will not be permitted. Allocation of the new shares in the Subsequent Offering is expected to take place on or about14 June 2023 , and the new shares are expected to be delivered as soon as possible following registration of the share capital increase and issue of new shares in the VPS. Further information regarding the Subsequent Offering is set out in the Prospectus. DNB Markets AS, a part ofDNB Bank ASA is acting as Sole Global Coordinator and Joint Bookrunner, andNordea Bank Abp , filial i Norge is acting as Joint Bookrunner for the Subsequent Offering.Advokatfirmaet Thommessen AS is acting as legal advisors to the Company, andAdvokatfirmaet Wiersholm AS is acting as legal advisor to the Managers. This information is subject to the disclosure requirements in section 5-12 of the Norwegian Securities Trading Act. For further information, please contact: Guðmundur Gíslason, CEO +354 89 60 426 IMPORTANT NOTICE These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company inthe United States or any other jurisdiction. The securities of the Company may not be offered or sold inthe United States absent registration or an exemption from registration under theU.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under theU.S. Securities Act. Any sale inthe United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under theU.S. Securities Act. No public offering of the securities will be made inthe United States . 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of theEuropean Parliament and of the Council of14 June 2017 (together with any applicable implementing measures in any Member State). In theUnited Kingdom , this communication is only addressed to and is only directed atQualified Investors who (i) are 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) are 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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. This announcement is made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates 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 of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. TARGET MARKET The target market for the Private Placement is non-professional, professional as well as eligible counterparties and who; a) have at least a common/normal understanding of the capital markets, b) is able to bear the losses of their invested amount and, c) is willing to accept risks connected with the shares, and d) have an investment horizon which takes into consideration the liquidity of the shares. The Company has not published sufficient data for the Managers to determine whether an investment in the Private Placement is compatible for investors who have expressed sustainability related objectives with their investments based on that which i) is an environmentally sustainable investment under the EU Taxonomy Regulation, ii) represents a sustainable investment under Regulation (EU) 2019/2088 (the "SFDR"), and/or iii) takes into consideration any Principle Adverse Impacts on sustainably factors as per the SFDR. The negative target market for the Offer Shares is clients that seek full capital protection or full repayment of the amount invested, are fully risk averse/have no risk tolerance or need a fully guaranteed income or fully predictable return profile. Negative target market: An investment in the Company's shares is not compatible with investors looking for full capital protection or full repayment of the amount invested or having no risk tolerance, or investors requiring a fully guaranteed income or fully predictable return profile. Notwithstanding, and without affecting the manufacturers target market assessment as per the above, the Managers will only allow distribution through their distribution channels to investors who: a) in the EU meet the requirements set out in the manufacturers target market assessment, and who b) in respect of investors residing outside the Nordics at least can be classified as professional clients or eligible counterparties as per the MiFID II definition. For distribution to investors located outside of the EU, distribution of the shares is only allowed to such investors which a) the Managers can approach as per the rules of the jurisdiction in which the investor reside, and b) which can provide adequate confirmations to this effect, and c) which as per minimum meets the requirements of the manufacturers target market assessment.
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