NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, 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.
a) Singapore, 5 September 2025, Barramundi Group Ltd. (the “Company”) (EURONEXT: BARRA). Reference is made to the stock exchange notices dated 2 September 2025 with minutes of the extraordinary general meeting held on 1 September 2025 (the "EGM"), pursuant to which it was resolved, as part of the implementation of the scheme of arrangement sanctioned by the General Division of the High Court of the Republic of Singapore on 14 July 2025, to complete a private placement and a subsequent offering of ordinary shares in the capital of the Company (the "Subsequent Offering").
b) The Subsequent Offering consists of an offering of up to 45,476,503 new ordinary shares in the Company (the "Offer Shares"), directed towards the Eligible Remaining Shareholders (as defined below) as of end of trading on 1 September 2025 (and as registered with the VPS on 3 September 2025) (the “Record Date”).
c) Eligible shareholders will be shareholders of the Company as at the Record Date who are (i) not subscribers in the private placement referred in the EGM minutes and in the notice to the EGM (as announced on 15 August 2025) and (ii) not resident in a jurisdiction where such offering would be unlawful or would require any filing, registration or similar action of a registration document or prospectus (“Eligible Remaining Shareholders”).
d) The subscription period for the Subsequent Offering commences today, 5 September 2025 at 09:00 hours (CEST) and will end on 12 September 2025 at 16:30 hours (CEST) (the "Subscription Period").
e) The subscription price per Offer Share is SGD 0.0289 (equivalent to approximately NOK 0.231) (the "Subscription Price"), which is equal to the subscription price per ordinary share to be subscribed for by the subscribers in the private placement referred in the EGM minutes and in the notice to the EGM (as announced on 15 August 2025).
f) Under the Subsequent Offering, each Eligible Remaining Shareholder will, for each ordinary share held by it on the Record Date, have the right to subscribe for 1.77566 Offer Shares, rounded down to the nearest whole share. Such right will be non-transferable.
g) Eligible Remaining Shareholders are to note that the intention of the Subsequent Offering is to give Eligible Remaining Shareholders the opportunity to subscribe for new shares at the same price as the investors in the private placement and also maintain their pro rata ownership in the Company.
h) Subscription without allocation rights will not be permitted.
i) Correctly completed share subscription forms (the “Subscription Forms”) in the form attached together with this announcement must be received by the Company at the following email address: investors@barramundi.com, no later than 16:30 hours (CEST) on 12 September 2025. Any incomplete or improperly completed Subscription Form may be rejected by the Company.
j) An Eligible Remaining Shareholder shall be entitled to direct by written notice to the Company that the Offer Shares subscribed by it pursuant to the Subsequent Offering shall be issued and registered in the name of any nominee or custodian holding ordinary shares in the capital of the Company on its behalf as bare nominee (each, a “Nominee”), provided always that such Nominee shall be a person who as at the Record Date be registered in the register of members of the Company as the holder of ordinary shares in the capital of the Company on behalf of such Eligible Remaining Shareholder. An Eligible Remaining Shareholder may give such written notice of appointment of a Nominee by completing the relevant portion of the Eligible Remaining Shareholder’s Subscription Form and delivering the same to the Company in accordance with subparagraph i) above. Any incomplete or improperly completed notice of appointment of a Nominee will be rejected by the Company.
k) The subscription amount shall be paid in cash and in full. Payment shall be made by way of telegraphic transfer in immediately available funds to the Company’s bank account, details of which are set out below, and subscribers shall be liable for all bank charges:
Account Name: BARRAMUNDI GROUP LTD
Account Number: 033-902216-0
Bank Name: DBS BANK LTD
Bank Address: 12 Marina Boulevard, MBFC, Tower 3, Singapore 018982
International Clearing Code / Swift Code: DBSSSGSG
l) Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscribing Eligible Remaining Shareholder are expected to be distributed on or about 16 September 2025. Payment for the allocated Offer Shares falls due on 18 September 2025 in accordance with the payment procedures described in subparagraph k) above.
m) The Offer Shares will entitle the holder thereof to all dividends, rights, allotment and other distributions on and from the date of the allotment and issuance of the Offer Shares in accordance with Singapore laws. The allotment and issuance of the Offer Shares is expected to take place on or around 23 September 2025, and such newly issued Offer Shares are expected to be admitted to trading on Euronext on or around 29 September 2025.
Advisors
Allen & Gledhill LLP is acting as Singapore legal counsel to the Company. Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the Company.
Disclosure regulation
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
For further inquiries, please contact:
James Kwan
Chief Executive Officer
Vanessa Tan
Chief Financial Officer
Email: investors@barramundi.com