BIOFISH HOLDING AS : PRIVATE PLACEMENT SUCCESSFULLY COMPLETED NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, INAUSTRALIA ,CANADA ,JAPAN ,HONG KONG ORTHE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.BIOFISH HOLDING AS : PRIVATE PLACEMENT SUCCESSFULLY COMPLETED Reference is made to the stock exchange announcement published on12 January 2023 byBioFish Holding AS ("BioFish" or the "Company") regarding a contemplated private placement (the "Private Placement") of new shares in the Company (the "Offer Shares "). BioFish is pleased to announce that the Private Placement has been successfully placed, through an allocation of 55,000,000Offer Shares raising total gross proceeds of approximatelyNOK 55 million . The net proceeds from the Private Placement will be applied as follows: oNOK 15 million to repay short-term debt. oNOK 15-20 million for the completion of the Company's planned production facilities. o Remainder for working capital and general corporate purposes. Both existing shareholders and new investors applied forOffer Shares in the Private Placement. Notice of conditional allocation of the Offer Shares is expected to be sent on or about today,13 January 2023 . Completion of the Private Placement and issuance of the Offer Shares will be subject to approval by an extraordinary general meeting of the Company (the "EGM"), expected to be held on or about20 January 2023 . The notice for the EGM is expected to be distributed on or about13 January 2023 . Investors are expected to receive their allocatedOffer Shares on or about23 January 2023 . The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Private Limited Liability Companies Act, and the rules of equal treatment set out in the Continuing obligations for companies admitted to trading on Euronext Growth and Oslo Børs' guidelines on the rules of equal treatment and is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board if of the view that it is in the common interest of the Company and its shareholders to raise the required equity through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company was in a position to raise capital in an efficient manner in the prevailing volatile capital market, with significantly lower completion risks compared to a rights issue, and, importantly to secure the necessary financing in time to meet the Company's funding requirements. The Company will, subject approval by the EGM , resolve to carry out a subsequent repair offering (the "Subsequent Offering") of up to 15,000,000 new shares at the Offer Price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of12 January 2023 (as registered in the VPS two trading days thereafter), who (i) were not allocatedOffer Shares in the Private Placement, (ii) were not actively involved in pre-sounding activities for the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other thanNorway ) require any prospectus, filing, registration or similar action. Launch of a Subsequent Offering will require approval by the EGM and publication of a prospectus to be prepared by the Company. The following primary insiders have been allocated shares in the Private Placement: oAwilco AS (10,000,000 shares) o YME Holding As (1,000,000 shares) o TEF Invest AS (200,000 shares) o Toha Shipping AS (200,000 shares)Fearnley Securities AS is acting as sole arranger and bookrunner in connection with the Private Placement.Advokatfirmaet Haavind AS is acting as legal advisor for BioFish in connection with the Private Placement. For further information, please contact:Torbjørn Skulstad , CEO +47 483 81 546Tor Haldorsen , Chairman of the board +47 932 26 282 About BioFish: BioFish is an established producer of large smolt for the salmon farming industry, located in the Hardangerfjord on theNorwegian West Coast . The Company has recently been granted an expanded production license and aims to produce 2,200 tons of biomass p.a. when current facility has been expanded and completed. 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 BioFish 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. This statement contains certain forward-looking statements (as such defined in Section 21E of theU.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. 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 include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities, and 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 Manager is 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. None of the Manager or 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. 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. None of the Manager or any of its respective affiliates accepts any liability arising from the use of this announcement. Each of the Company, the Manager and its respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise. 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. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or fromthe United States (including its territories and possessions, anyState of the United States and theDistrict of Columbia ),Australia ,Canada , Hong Kong Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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