NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Yokohama/Bergen, 6 October 2025: Reference is made to the previous stock exchange announcements published by Proximar Seafood AS (the "Company") regarding the fully underwritten rights issue of 150,000,000 offer shares (the "Offer Shares") at a subscription price of NOK 1 per share, with subscription rights for existing shareholders (the "Rights Issue").
The subscription period for the Rights Issue (the "Subscription Period") expired on 6 October at 16:30 hours (CEST).
At the expiry of the Subscription Period, the Company had received valid subscriptions for a total of 150,000,000 Offer Shares.
The final allocation of the Offer Shares in the Rights Issue has now been completed based on the allocation criteria set out in the Company's prospectus dated 19 September 2025 (the "Prospectus"), which, subject to applicable local securities laws, is made available at the manager's website www.abgsc.com (https://www.abgsc.com).
The board of directors of the Company has allocated a total of 150,000,000 Offer Shares. 50,022,300 Offer Shares have been allocated based on valid subscriptions from investors with subscription rights and 99,977,700 Offer Shares have been allocated to the underwriters in the Rights issue in accordance with the underwriting agreements dated between 7 and 10 July 2025.
Further, a total of 13,500,000 new shares (the "Underwriting Commission Shares") shall be delivered to the underwriters in accordance with the underwriting agreements dated between 7 and 10 July 2025, respectively, as settlement of their commission under said agreement. The Underwriting Commission Shares will be issued pursuant to the resolution by the extraordinary general meeting held on 17 September 2025. The Underwriting Commission Shares will be issued at a subscription price of NOK 1 per Underwriting Commission Share, which is equal to the subscription price in the Rights Issue.
Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed during the course of 7 October 2025. Payment for the allocated Offer Shares falls due on 9 October 2025 in accordance with the payment procedures described in the Prospectus.
The Offer Shares and the Underwriting Commission Shares may not be transferred or traded before they have been fully paid and the share capital increase pertaining to the relevant shares has been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). The Company will publish a stock exchange announcement once each such share capital increase has been registered. It is expected that the share capital increases pertaining to the Offer Shares and the Underwriting Commission Shares will be registered in the Norwegian Register of Business Enterprises on or about 13 October 2025 and that the Offer Shares and the Underwriting Commission Shares will be delivered to the securities accounts of the subscribers to whom they are allocated on or about the next day.
The Offer Shares and the Underwriting Commission Shares are expected to be tradable on Euronext Oslo Børs from and including 14 October 2025.
Following the issuance of the 150,000,000 Offer Shares and the 13,500,000 Underwriting Commission Shares, the Company's share capital will be NOK 31,989,006, divided into 319,890,060 shares, each with a nominal value of NOK 0.10.
ABG Sundal Collier ASA is acting as manager in the Rights Issue (the "Manager").
Certain primary insiders, and certain close associates of primary insiders, of the Company have been allocated shares in the Rights Issue:
Loyden AS, a company closely associated to Joachim Nielsen, CEO of the Company, has been allocated 145,000 new shares.
Dharma Rajeswaran, COO of the Company, has been allocated 60,000 new shares.
Viggo Halseth, member of the Board of Directors of the Company, has been allocated 118,300 new shares.
Kvasshøgdi AS, a company closely associated to Per Grieg Jr., Member of the Board of Directors of the Company, has been allocated 3,702,878 new shares.
Joachim WG AS, a company closely associated to Per Greig Jr., Member of the Board of Directors of the Company, has been allocated 2,221,727 new shares.
Please see the attached forms for further details about the transactions.
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 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Ole Chr. Willumsen, CFO, at 21:53 on 6 October 2025.
For further information, please contact:
Joachim Nielsen, CEO, +47 92 85 55 59, jn@proximar.com
Ole Chr. Willumsen, CFO, +47 48 21 34 29, ocw@proximar.com
About Proximar Seafood
Proximar Seafood is a Norwegian land-based salmon farming company with its first production facility and production at the foot of Mount Fuji in Japan. The company inserted its first batch of eggs in October 2022 and carried out its first harvest on 30 September 2024. Proximar’s brand and logo (Fuji Atlantic Salmon) were officially launched in October 2024 at our partner Marubeni Corporation’s head quarter in Tokyo. Through land-based salmon farming, using high-quality groundwater secured close to Mount Fuji, the company produces fresh Atlantic Salmon, harvested the same day. Proximar's location, near one of the world's most important fish markets, implies significant advantages, both in terms of reduced cost and carbon footprint.
- IMPORTANT INFORMATION -
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.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 the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
Any offering and listing of the securities referred to in this announcement will be made by means of the Prospectus. 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 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the "Prospectus Regulation"). The approval of the Prospectus by the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) should not be understood as an endorsement of the securities referred to in this announcement. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus, to fully understand the potential risks and rewards associated with the decision to invest in the securities. Copies of the Prospectus will, following publication, be available from the Company's registered office and, subject to certain exceptions, on the website of the "Manager.
In any EEA Member State other than Norway, 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.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified 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 document is not for publication or distribution in, directly or indirectly, the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China or Japan or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
The Manager is acting for the Company in connection with the Rights Issue 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 providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.
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 "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 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 is the responsibility of, the Company. Neither the Manager nor any of its 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 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.