Oslo, 20 June 2025
Reference is made to the stock exchange announcements made by Aquila Holdings ASA (the "Company") earlier today regarding the extraordinary general meeting of the Company (the "EGM") and the successful completion of the Company's acquisition of 100% of the shares in Fjord Defence AS ("Fjord Defence") (the "Acquisition").
As further detailed therein, the EGM inter alia resolved to (i) decrease the share capital by reducing the par value of each share from NOK 1.00 to NOK 0.70, (ii) issue a total of 75,000,000 new shares in the Company (the "Offer Shares") at a subscription price of NOK 0.80 per Offer Share (the "Offer Price") in the private placement announced on 27 May 2025 (the "Private Placement") and (iii) issue a total of 175,187,968 new shares in the Company, at a subscription price corresponding to the Offer Price, as part settlement of the consideration payable by the Company in the Acquisition (the "Consideration Shares").
Following registration of the share capital decrease and the share capital increases pertaining to the issuance of the Offer Shares and the Consideration Shares (together, the "Share Capital Changes"), the Company's share capital will be NOK 339,415,254.50, divided into 484,878,935 shares, each with a par value of NOK 0.70.
The following close associates of primary insider Ketil Skorstad (board member of the Company), have been allocated Offer Shares in the Private Placement as follows:
– Tigerstaden AS has been allocated 6,250,000 Offer Shares;
– Pirol AS has been allocated 3,125,000 Offer Shares;
– Boolean AS has been allocated 1,875,000 Offer Shares; and
– Tigerstate Capital AS has been allocated 1,250,000 Offer Shares.
Boolean AS is also a close associate of primary insider Karl Sivert Skatland (deputy board member of the Company).
See the enclosed forms for further details.
Furthermore, the following sellers of Fjord Defence will exceed the 5% threshold pursuant to section 4-2 of the Norwegian Securities Trading Act by receipt of the Consideration Shares:
– AS Saturn will receive 37,602,784 Consideration Shares, representing approx. 7.76% of the shares and votes in the Company upon registration of the Share Capital Changes. AS Saturn is ultimately controlled by Jon Asbjørn Bø (incoming CEO of the Company) and Jonas Eker Bø. AS Saturn has no rights to further shares or votes in the Company.
– Cubic Invest AS will receive 37,534,080 Consideration Shares, representing approx. 7.74% of the shares and votes in the Company upon registration of the Share Capital Changes. Cubic Invest AS is ultimately controlled by Lars Harald Henriksen. Cubic Invest AS has no rights to further shares or votes in the Company.
– Trigger AS will receive 37,534,080 Consideration Shares, representing approx. 7.74% of the shares and votes in the Company upon registration of the Share Capital Changes. Trigger AS is ultimately controlled by Jan Marius Hektoen. Trigger AS has no rights to further shares or votes in the Company.
– GKI AS will receive 34,635,856 Consideration Shares, representing approx. 7.14% of the shares and votes in the Company upon registration of the Share Capital Changes. GKI AS is ultimately controlled by Gudmund Kjærheim. GKI AS has no rights to further shares or votes in the Company.
– Hugin Management AS will receive 25,888,752 Consideration Shares, representing approx. 5.34% of the shares and votes in the Company upon registration of the Share Capital Changes. Hugin Management AS is ultimately controlled by Harald Lunde. Hugin Management AS has no rights to further shares or votes in the Company.
Prior to the Private Placement and registration of the Share Capital Changes, Tigerstaden AS holds 16,250,000 shares, representing approx. 6.92% of the shares and votes in the Company. Following its allocation in the Private Placement and registration of the Share Capital Changes, Tigerstaden AS will hold 22,500,000 shares, representing approx. 4.64% of the shares and votes in the Company. Consequently, Tigerstaden AS will fall below the 5% threshold pursuant to section 4-2 of the Norwegian Securities Trading Act. Tigerstaden AS is ultimately controlled by Ketil Skorstad. Tigerstaden AS has no rights to further shares or votes in the Company.
The disclosure obligation was triggered by Tigerstaden AS falling below the 5% threshold on a standalone basis. Tigerstaden AS' consolidated holdings amount to 25,625,000 shares, representing approx. 5.28% of the issued shares and votes following the registration of the Share Capital Increase.
Tigerstaden AS’ consolidated position in the Company is held by the legal entities shown below:
Legal entity Number of shares Percentage
Tigerstaden AS 22,500,000 4.64%
Boolean AS 1,875,000 0.39%
Tigerstate Capital AS 1,250,000 0.26%
For further details about the Acquisition and the Private Placement, please refer to the Company's stock exchange announcements of 27 May and 20 June 2025.
For more information please contact:
Jon Asbjørn Bø, CEO
jon.asbjorn.bo@fjorddefence.com
+47 930 86 932
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This information is subject to the disclosure requirements pursuant to the Market Abuse Regulation (EU) 596/2014 (MAR) article 19 number 3 and section 4-2 of the Norwegian Securities Trading Act.