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.
Reference is made to the announcement made by Proximar Seafood AS (the "Company") on 3 September 2025 regarding key information relating to the contemplated fully underwritten rights issue in the Company raising gross proceeds of NOK 150 million (the "Rights Issue"). The Company has now received the ISIN for the preferential rights and therefore make this announcement with updated key information relating to the Rights Issue.
Date on which the terms and conditions of the rights issue were announced: 3 September 2025.
Last day including right: 17 September 2025 (assuming normal T+2 settlement).
Ex-date: 18 September 2025 (assuming normal T+2 settlement).
Record Date: 19 September 2025.
Date of approval: Expected 17 September 2025.
Maximum number of new shares: 150,000,000.
Subscription price: NOK 1.
Ratio preferential rights: 0.95914 per share.
Subscription ratio: 1:1 (number of new shares per subscription right, to be rounded down to the nearest whole subscription right).
ABG Sundal Collier ASA, has been retained as managers for the Rights Issue. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Rights Issue.
Will the rights be listed yes/no: Yes, the subscription rights will be listed on Euronext Growth Oslo under the ticker code "PROXT".
ISIN for the preferential rights: NO 0013661058.
Other information: The Rights Issue is subject to (i) approval by the EGM, (ii) undertakings from more than 2/3 of the holders of the Company's convertible bonds, that they (a) will accept a conversion at the same price per share as the subscription price in the Rights Issue and (b) will agree to amending the bond terms so that the maturity date of the convertible bonds is extended by 15 months with an interest rate of 5% p.a, and (ii) publication of a prospectus for offering and listing of the new shares to be approved by the Norwegian Financial Supervisory Authority. Further information regarding the Rights Issue is included in the notice of the extraordinary general meeting as published by the Company on 3 September 2025, and will be provided in the prospectus.
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
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 of the securities referred to in this announcement will be made by means of a 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"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus. 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, 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, Australia, Canada, Japan, the United States 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 Managers nor any of their 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 Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.