Bifogade filer
Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Handel & varor |
Industri | Dagligvaror |
2025-09-17 15:06:05
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, 17 September 2025: An extraordinary general meeting of Proximar
Seafood AS (the "Company") was held today, 17 September 2025, by electronic
means through Microsoft Teams. All items on the agenda were resolved in
accordance with the board of directors' proposals, including, inter alia, the
fully underwritten rights issue in the Company to raise gross proceeds of NOK
150,000,000 (the "Rights Issue").
The full terms and conditions for the Rights Issue will be included in a
prospectus which will be published prior to commencement of the subscription
period for the Rights Issue (the "Prospectus"). The subscription period is
expected to commence at 09:00 hours (CEST) on 22 September 2025 and end at 16:30
hours (CEST) on 6 October 2025, subject to approval and publication of the
Prospectus.
Further, the extraordinary general meeting resolved to approve (i) the proposed
amendments to the convertible bond (ii) the issuance of new shares in the
Company to facilitate settlement of the underwriting commission fee to the
underwriters of the Rights Issue, (iii) a general authorisation to the board of
directors of the Company to issue new shares for general corporate purposes and
(iv) a specific authorisation to the board of directors of the Company to issue
new shares exclusively in connection with its share option program.
The complete minutes of the extraordinary general meeting are attached to this
release and are also available on the Company's website, under News, as an
update to the notice, at www.proximarseafood.com.
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
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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 ABG Sundal Collier ASA (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.