NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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
Release of H1 / Q2 Financial information
The first half of 2025 Arctic Fish Holding AS ("Arctic Fish" or the "Company") had good biological performance and at the same time challenging market conditions with low prices. Harvested quantities amounted to 2,020 tonnes compared to 1,275 for the same period last year, which is an increase of 58% year over year.
Operational EBIT pr. kg amounted to -2.19 EUR pr.kg compared to an Operational EBIT of 1.82 EUR pr.kg of last year, which is largely due to lower price achievement.
Biological performance in the quarter was strong with steady growth and good lice control.
The presentation materials are attached to this announcement and can also be found on the company website: https://www.arcticfish.is/investor-relations/
Contemplated equity raise of MEUR 35 million
For the purposes of strengthening the Company's balance sheet, in particular its equity to ensure compliance with the Company's financial covenants under its loan agreements, the Company intends to raise gross proceeds of the ~NOK equivalent of EUR 35 million through the issuance of 13,128,300 new shares in the Company (the "Private Placement"). Mowi ASA (owning 51.28% of the outstanding shares) and Síldarvinnslan hf. (owning 34.19% of the outstanding shares) have indicated that they will subscribe for Offer Shares in the Private Placement, with Mowi to settle its subscription amount through conversion of debt.
The subscription price per Offer Share will be NOK 31.80 (which was the closing price of the shares on Euronext Growth on 19 August 2025).
The net proceeds will be used to strengthen the Company's balance sheet to ensure compliance with the Company's equity covenants under its loan agreements, as well as for general corporate purposes.
The completion of the Private Placement and the issuance of new shares is subject to (i) approval by an extraordinary general meeting (the "EGM") of the Company and (ii) registration of the share capital increase in the Company with the Norwegian Register of Business Enterprises and issuance of the Offer Shares in Euronext Securities Oslo (VPS).
Following registration of the share capital increase pertaining to the Private Placement, the issued share capital of the Company is expected to be NOK 45,004,953 comprising 45,004,953 shares, each with a nominal value of NOK 1.
The Private Placement represents a deviation from the existing shareholders' pre-emptive right to subscribe for and be allocated new shares in the Company, c.f. the Norwegian Companies Act. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies admitted to trading on Euronext Growths Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment and deemed that the proposed Placing is in compliance with these obligations.
The Company's needs equity funding to avoid a breach of its financial debt covenants. The Board believes that its two large shareholders can contribute with the required equity funding, and has emphasized that the subscription price has been set to the closing price for the shares on the day prior to the announcement, and that by structuring the equity raise as a private placement, the Company will raise the required equity efficiently at a lower cost and with a significantly reduced completion risk compared to a rights issue or other structures involving further shareholders. The Board intention is to consider a subsequent offering (as described below) in which shareholders who did not participate in the Private Placement may be granted the opportunity to subscribe for shares on the same terms and conditions.
Subject to completion of the Private Placement and depending on the share price development, the Board may consider a subsequent offering of new shares of up to EUR 1 million (the "Subsequent Offering") towards shareholders of the Company as of close of trading on 20 August 2025 (as registered in the VPS two trading days thereafter), 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, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Whether a Subsequent Offering will be proposed will depend on the results of the Private Placement and the subsequent development of the Company's share price. If the board decides to carry out the Subsequent Offering, the board will use the board authorization granted by the annual general meeting held on 4 June 2025, to increase the share capital.
Advisors:
Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to the Company in connection with the Private Placement.
Contact:
For additional information, please contact: CEO: Daníel Jakobsson Email: dja@afish.is – Tel: +354 820 6827 or CFO: Baldur Smári Einarsson - Email: bse@afish.is - Tel: +354 690 1222
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Baldur Smári Einarsson, CFO on the time and date provided.
Arctic Fish in brief
Arctic Fish (AFISH) is a leading salmon farmer in Iceland with an attractive and sustainable value chain from smolt to sales. The production capacity for the company is 29,800 tonnes MAB (Maximum Allowed Biomass) and includes licenses covering 10 farming areas in 5 different fjords, all located in the Westfjords of Iceland. The company's value chain consists of a state-of-the-art RAS hatching and smolt production facility, attractive sea sites with high bearing capacity and high-energy equipment, and a newly completed harvesting facility with sufficient capacity to secure the utilization of the licenses and growth objectives for the company.
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.
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 (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.
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 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. 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.
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.
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.