NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Bodø, 11 February 2026
Reference is made to the stock exchange announcement by Gigante Salmon AS (the
"Company") on 10 February 2026 regarding a contemplated private placement of new
shares (the "Private Placement") and a public retail offering of new shares (up
to the NOK equivalent of EUR 1 million), facilitated by Nordnet Bank AB (the
"Retail Offering"), together raising gross proceeds of up to NOK 322,500,000
(the "Offer Size").
The Company is pleased to announce that the Private Placement and the Retail
Offering has been successfully placed. The Private Placement attracted strong
investor demand, and in consultation with the Managers, the Company therefore
resolved to upsize the Offer Size with NOK 37.5 million (approx. 11% of the
original Offer Size) to NOK 360 million in order to accommodate for healthy
allocations. The board of directors of the Company (the "Board") has resolved to
allocate (conditionally for Tranche 2 (as defined below)) 47,000,000 new shares
in the Private Placement and 1,000,000 new shares in the Retail Offering
(together the "Offer Shares") at a fixed subscription price of NOK 7.50 per
Offer Share (the "Offer Price").
The Private Placement will be settled in two tranches: one tranche with
43,000,000 Offer Shares ("Tranche 1") that has been resolved by the Board
pursuant to the authorization granted by the general meeting in the Company held
on 15 December 2025 (the "Board Authorization") and a second tranche with
5,000,0000 Offer Shares ("Tranche 2"), which the Board will propose to be issued
by a resolution in an extraordinary general meeting in the Company (the "EGM")
to be summoned shortly. All of the Offer Shares in Tranche 2 are allocated to
the Company's largest shareholder, Gigante Havbruk AS.
DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS and SB1 Markets AS
have acted as joint manager and bookrunners in the Private Placement
(collectively the "Managers").
The Company intends to use the net proceeds from the Private Placement and the
Retail Offering to support the next phase of the Company's growth, including
necessary and strategic improvements to the Company's facility at Rødøy, working
capital and general corporate purposes, including repayment of short-term loans.
Settlement:
The date for settlement of Tranche 1 of the Private Placement is expected to be
on or about 13 February 2026 (T+2). Settlement of the Retail Offering is
expected to take place, subject to and in conjunction with settlement of Tranche
1 of the Private Placement.
Settlement for Tranche 2 is expected to take place on or about 27 February 2026,
subject to the satisfaction of the Tranche 2 Conditions (as defined below) and
handling time for registration of the share capital increase relating to Tranche
2 in the Norwegian Register of Business Enterprises (the "NRBE").
The Offer Shares in Tranche 1 and in the Retail Offering will be settled with
new shares in the Company resolved issued under the Board Authorisation, and
delivery versus payment ("DVP") settlement will be facilitated by a pre-funding
agreement entered into between the Company and the Managers (the "Pre-Funding
Agreement").
The first day of trading on Euronext Growth Oslo for the Offer Shares in Tranche
1 and the Retail Offering is expected on or about 12 February 2026, and on or
about 26 February 2026 for Tranche 2, in each case subject to registration of
the relevant share capital increase in the NRBE. The Company will publish a
stock exchange announcement when the registrations have taken place.
To issue the Offer Shares allocated in Tranche 1 of the Private Placement and
Retail Offering, the Board has resolved to increase the Company's share capital
with NOK 43,000,000 by issuance of 43,000,000 new shares pursuant to the Board
Authorization. Following registration of the share capital increases pertaining
to Tranche 1 of the Private Placement and the Retail Offering with NRBE, the
Company's share capital will be NOK 214,263,594 divided into 214,263,594 shares,
each with a nominal value of NOK 1.00.
Allocation and lock-up:
Notification of allocation (conditional with respect to Tranche 2) and payment
instruction will be issued to applicants by the Managers on 11 February 2026.
In line with the announced pre-commitment structure and in order to accommodate
for healthy allocations following strong demand during the application period in
the Private Placement, Gigante Havbruk AS, has been allocated 6,950,000 Offer
Shares at the Offer Price in the Private Placement, equal to NOK 52.125 million.
Gigante Havbruk AS will remain the Company's largest shareholder and will hold
at least more than 50.01% of the shares in the Company following completion of
the Private Placement, Retail Offering, and the Subsequent Offering (as defined
herein).
The following primary insiders have been allocated Offer Shares at the Offer
Price in the Private Placement:
o Liv Monica Stubholt (chairperson of the Board), has been allocated 133,333
Offer Shares equal to approx. NOK 1 million; and
o Kristian Lorentsen (board member), has been allocated 26,666 Offer Shares
equal to approx. NOK 0.2 million.
Gigante Havbruk AS has agreed to receive parts of their allocated Offer Shares
in Tranche 2. All other investors will receive their entire allocation in
Tranche 1.
Notification of trades for the primary insiders in accordance with article 19 of
the EU Market Abuse Regulation are attached with this announcement.
In connection with the Private Placement, members of the Company's management
and Board have agreed to market-based lock-up undertakings for a period of six
(6) months following completion of the Private Placement, subject to certain
customary carve-outs.
Conditions for final completion:
The completion of Tranche 1 of the Private Placement is subject to (i) the
Pre-Funding Agreement being in full force and effect, (ii) the share capital
increase pertaining to the issuance of the Offer Shares in Tranche 1 being
validly registered with the NRBE, and (iii) the Offer Shares in Tranche 1 being
validly issued and registered in the Norwegian Central Securities Depository
(Euronext Securities Oslo or "VPS"). Completion of Tranche 1 is not conditional
upon completion of Tranche 2. The settlement of Offer Shares under Tranche 1
will remain final and binding and cannot be revoked, cancelled or terminated by
the respective applicants if Tranche 2 is not completed.
The completion of Tranche 2 is subject to (i) the completion of Tranche 1, (ii)
a resolution by the EGM to issue the Offer Shares in Tranche 2, (iii) the
Pre-Funding Agreement being in full force and effect, (iv) the share capital
increase pertaining to the issuance of the Offer Shares in Tranche 2 being
validly registered with the NRBE, and (v) the Offer Shares in Tranche 2 being
validly issued and registered in VPS. (jointly, the "Tranche 2 Conditions").
The completion of the Retail Offering is subject to (i) completion of Tranche 1
of the Private Placement, (ii) the Pre-Funding Agreement remaining in full force
and effect, (iii) the share capital increase pertaining to the issuance of the
Offer Shares in the Retail Offering being validly registered with the NRBE, and
(iv) the Offer Shares in the Retail Offering being validly issued and registered
in the VPS.
The Private Placement is not conditional on completion of the Retail Offering.
The Retail Offering will not be completed if Tranche 1 of the Private Placement
is not completed.
Equal treatment considerations and proposal for subsequent repair offering:
The Private Placement and the Retail Offering represent a deviation from the
shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has
carefully considered the structure of the equity raise in light of the equal
treatment obligations under the Norwegian Private Limited Companies Act and
concluded that the transaction structure is in the common interest of the
Company and its shareholders.
In order to mitigate the dilutive effect of the Private Placement and the Retail
Offering, and also providing Eligible Shareholders (as defined below) with the
opportunity to subscribe for new shares at the same subscription price as that
applied in the Private Placement and the Retail Offering, the Board has proposed
to carry out a subsequent offering of up to 5,333,333 new shares in the Company
at the Offer Price, raising gross proceeds of approximately up to NOK 40,000,000
(the "Subsequent Offering").
The Subsequent Offering will be directed towards existing shareholders in the
Company as of 10 February 2026 (as registered in the VPS two trading days
thereafter), who (i) were not included in the pre-sounding phase of the Private
Placement, (ii) were not allocated Offer shares in the Private Placement, and
(iii) are not resident in a jurisdiction where such offering would be unlawful
or, would (in jurisdictions other than Norway) require any prospectus, filing,
registration or similar action ("Eligible Shareholders").
The Subsequent Offering is conditional upon approval by the EGM. The Company
reserves the right in its sole discretion to not conduct or cancel the
Subsequent Offering. The Company will issue a separate stock exchange
announcement with further details on the Subsequent Offering if and when finally
resolved by the EGM.
The Company will initiate a process to assess a potential listing on Euronext
Oslo Børs, the main market operated by Euronext Oslo Børs.
Advisors:
Advokatfirmaet Selmer AS is acting as legal advisor to Gigante Salmon AS, while
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
For further information, please contact:
Kjell Lorentsen, CEO
Phone: +47 911 22 688
E-mail: kjell@gigante.no
Benny Hansen, CFO
Phone: +47 902 80 292
E-mail: benny@gigantesalmon.no
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Rune Johansen, Investor Relations Officer
of Gigante Salmon AS, at the time and date stated above in this announcement.
About Gigante Salmon AS:
Gigante Salmon is a land-based salmon farming company with its first production
facility under construction on Lille Indre Rosøy in Rødøy, Norway. The Company's
aquaculture concept is based on a flow-through system, combining the benefits of
conventional and land-based aquaculture while simultaneously eliminating issues
associated with conventional, sea based, farming. Visit www.gigantesalmon.no for
more information.
Important notice:
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. 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.
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 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.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State). All of the securities referred to in
this announcement has been offered by means of a set of subscription materials
provided to potential investors, except for the potential Subsequent Offering
which will be made on the basis of a listing and offering prospectus. Investors
should not subscribe for any securities referred to in this announcement except
on the basis of information contained in the aforementioned subscription
materials or for the Subsequent Offering, the prospectus.
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 "Prospectus Regulation"
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom 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) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
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.
The issue, subscription or purchase of shares or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers assume any responsibility in
the event there is a violation by any person of such restrictions. The
distribution of this release may in certain jurisdictions be restricted by law.
Persons into whose possession this release comes should inform themselves about
and observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
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. Any forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe 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 their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
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 make any
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. You should not place undue reliance 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.
Neither the Managers nor any of its affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility or liability 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 its 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.Click here for more information
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