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Fifax announces the final results of its First North initial public offering; the listing will be completed as planned and the trading in the shares is expected to commence on
Samppa Ruohtula, CEO of Fifax:
“It’s great to begin this new important phase in our company’s growth journey with new shareholders. We believe that the demand for sustainably produced fish will continue to increase, and we see great opportunities in land-based fish farming using our Recirculating Aquaculture Systems (RAS) technology, both in
Panu Routila, Chair of the
“We are pleased to have reached the target we set for the initial public offering, while welcoming a significant number of new institutional and private investors to complement our current shareholders and cornerstone investors who have already committed to us. We welcome all our new shareholders as they join us in our continued efforts to reduce the environmental impact of fish farming.”
The Offering in brief
- The
Offer Shares (as defined below) were offered in the Offering for a fixed subscription price ofEUR 2.55 per Offer Share (the “Subscription Price”). The New Shares (as defined below) were offered in the Personnel Offering (as defined below) at a discounted subscription price ofEUR 2.30 per New Share.
- In the Offering, the Company shall issue 5,900,000 new shares (the "New Shares"). In addition to the New Shares, the Company shall issue, by way of a directed share issue, at the Subscription Price, 150,000 new Shares of the Company (the “Additional Shares”, together with New Shares “
Offer Shares ”), solely to stabilize and cover over-allotments. The Company will receive gross proceeds of approximatelyEUR 15.4 million from the Offering and the total number of issued and outstanding Shares in the Company will increase to 25,906,168 Shares after the New and Additional Shares to be issued in the Offering, as well as the Shares to be issued in the Share Conversion (as defined below) are registered in theTrade Register maintained by the Patent and Registration Office on or about21 October 2021 .
- The Company has committed to repurchasing Shares from
Lago Kapital Ltd , acting as a stabilizing manager (the “Stabilizing Manager”), up to an amount corresponding to the number of Additional Shares at the Subscription Price (the “Put Option”) within 30 days from the commencement of the trading in the Company’s Shares on First North, i.e. on or about the time period from25 October 2021 to24 November 2021 (the “Stabilization Period”). The Company shall repurchase Shares only if the Stabilizing Manager has carried out stabilization measures, and only the extent the Stabilizing Manager holds Shares due to the aforementioned actions. If the Company during the Stabilization Period repurchases such a number of Shares in the Company that corresponds to the number of Additional Shares, the Company will ultimately receive gross proceeds of approximatelyEUR 15.0 million in the Offering, and the total number of outstanding Shares will amount to 25,756,168 Shares, when taking into account the New Shares to be issued in the Offering as well as the Shares to be issued in the Share Conversion(as defined below).
- In the Offering, (i) 881,131
Offer Shares will be allocated to private individuals and entitiesFinland ,Sweden andNorway (the “Public Offering”); (ii) 5,124,553Offer Shares will be allocated to institutional investors inFinland and, in accordance with applicable laws, internationally outsidethe United States (the “Institutional Offering”); and (iii) 44,316Offer Shares will be allocated to the Company’s and its subsidiaries’ all full-time or part-time employees in a permanent employment relationship as well as to employees in a fixed-term employment relationship at the start of the subscription period,29 September 2021 , as well as to the members of the Board of Directors, the management team and the CEO (the “Personnel Offering”).
- The subscription commitments given in the Public Offering were accepted in full, in accordance with the Terms and Conditions of the Offering. In the Institutional Offering, the commitments to subscribe for
Offer Shares made byAurator Asset Management Ltd ,FV Group AB , Holdix Oy Ab, Oy Etrisk Ab,Finnish Industry Investment Ltd , Special Investment Fund Säästöpankki Ympäristö (Säästöpankki Ympäristö -erikoissijoitusrahasto),Turret Oy Ab and Ålands Ömsesidiga Försäkringsbolag (together, the “Cornerstone Investors ”) were accepted in full.
- The market value of the Company's outstanding shares based on the Subscription Price is approximately
EUR 66 million , assuming that the Share Conversion (as defined below), is realized in full.
- The
Offer Shares represent approximately 23.4 percent of all the Shares and votes after the Offering assuming that the Share Conversion (as defined below) is realized in full.
- The Company has received written confirmations from creditors of the Company’s
EUR 12 million loan, which contains a share conversion clause, that they will use their right to convert the principal as well as accrued interest into Shares (“EUR 12 Million Loan Conversion”) if the First North Listing (as defined below) and Offering are executed. In addition, the principal of the approximatelyEUR 3,729 thousand loan on equity terms of the Company, raised between June andSeptember 2021 , is to be converted into Shares of the Company at the Subscription Price in connection with the Offering (the “EUR 3,729 Thousand Loan Conversion”), and the Company’s capital loan of approximatelyEUR 200 thousand , and the accrued interest thereof, shall be converted into Shares of the Company in connection with the Offering (“Capital Loan Conversion” and, together with theEUR 12 Million Loan Conversion and theEUR 3,729 Thousand Loan Conversion, the “Share Conversion”).
- Trading in the Company’s Shares is expected to commence on or about
25 October 2021 with the trading code is “FIFAX”(the "First North Listing"). Free trading with the Shares subscribed for in the Personnel Offering shall commence after the lock-up restrictions related to such Shares end.
- A confirmation notice regarding the approval of the commitments is estimated to be sent today on
15 October 2021 to all investors who participated in the in the Public Offering and the Personnel Offering. Investors that have participated in the Institutional Offering must pay for the Offer Shares that have been allocated to the Investor under the accepted subscription commitment, in accordance with instructions provided by the subscription place so that that the payment is available on the Company's account by no later than on Wednesday20 October 2021 at4:00 p.m. (Finnish time).
- The
Offer Shares to be issued in the Public Offering and the Personnel Offering will be recorded in the book-entry accounts of investors who've given accepted subscription commitments on or about22 October 2021 .
Advisers in the Offering
Additional information
Samppa Ruohtula, CEO,
Certified Adviser:
Important Information
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by
Forward-looking statements
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”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialise or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee 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. Undue reliance should not be placed on the forward-looking statements in this announcement. 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.
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