REGISTRATION OF NATIONAL PROSPECTUS AND LAUNCH OF SUBSEQUENT OFFERING
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Kats, Netherlands – August 19, 2026 - Reference is made to the stock exchange announcement made by The Kingfish Company N.V. (Euronext Growth Oslo: KING) (the "Company" or "Kingfish") on 12 May 2026 (the "Restructuring Announcement") regarding, inter alia, the successful private placement by the Company of 392,523,365 new ordinary shares (the "Private Placement") as part of a restructuring of the Company's capital structure and the contemplated subsequent offering (the "Subsequent Offering") of up to 74,766,355 new ordinary shares in the Company, each with a nominal value of EUR 0.01 (the "Offer Shares").
Following completion of the Private Placement, as announced by the Company on 26 June 2026, the supervisory board of the Company (the "Board") has approved the launch of the Subsequent Offering and the national prospectus prepared by the Company in accordance with Chapter 7 of the Norwegian Securities Trading Act (the "Prospectus"). The Prospectus has been registered with the Norwegian Register of Business Enterprises pursuant to Section 7-8 of the Norwegian Securities Trading Act. Neither the Financial Supervisory Authority of Norway nor any other public authority has carried out any form of review, control, or approval of the Prospectus. The Prospectus does not constitute an EEA prospectus.
The Offer Shares will be issued at a subscription price of NOK 0.60402 per Offer Share (the "Subscription Price"), equal to the NOK equivalent of the subscription price in the Private Placement of EUR 0.0535. Subject to all Offer Shares being issued, the Subsequent Offering will generate gross proceeds of up to the NOK equivalent of EUR 4 million.
The subscription period for the Subsequent Offering will commence on 20 August 2026 at 09:00 (CEST) and expire on 3 September 2026 at 16:30 (CEST) (the "Subscription Period"). The Company reserves the right, at its own discretion, to shorten or extend the Subscription Period at any time and for any reason, without any prior written notice. If the Subscription Period is shortened or extended, the other dates set out herein may be amended accordingly.
ABG Sundal Collier ASA is acting as both the settlement agent and the receiving agent in the Subsequent Offering (the "Manager").
The Prospectus and an ancillary subscription form will, subject to regulatory restrictions in certain jurisdictions, be made available at the following website of the Manager prior to the commencement of the Subscription Period on 20 August 2026: www.abgsc.com/transactions/.
The Subsequent Offering is directed towards shareholders in the Company as of 11 May 2026 (as registered in the VPS two trading days thereafter, on 13 May 2026 (the "Record Date")), who: (i) were not a lender under the Company's convertible loan agreement dated 29 June 2023, as terminated on 26 June 2026 (the "CLA Lenders"); (ii) did not subscribe for shares in the Private Placement; (iii) were not wall-crossed in connection with the Private Placement; and (iv) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders").
For each share recorded as held in the Company as of expiry of the Record Date, each Eligible Shareholder will be entitled to allocation of 2.963 non-tradable subscription rights (the "Subscription Rights"), rounded down to the nearest whole Subscription Right. One Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share. Over-subscription will be allowed. Subscription without Subscription Rights will not be permitted.
The Subscription Rights must be used to subscribe for Offer Shares prior to expiry of the Subscription Period on 3 September 2026 at 16:30 (CEST). Subscription Rights that are not exercised before the end of the Subscription Period will have no value and will lapse without compensation to the holder.
Subscription for Offer Shares may be made by submitting a correctly completed subscription form (attached to the Prospectus) to the Manager in accordance with the terms and conditions set out in the Prospectus. Eligible Shareholders who are residents of Norway with a Norwegian national identity number (Nw.: fødsels- og personnummer) may subscribe for Offer Shares by way of online subscription.
Notifications of allocated Offer Shares and the corresponding subscription amount to be paid are expected to be made available to subscribers on or about 4 September 2026. The payment date for the Offer Shares allocated in the Subsequent Offering is expected to be on or about 9 September 2026. Subject to timely payment, the Company expects the issuance of the Offer Shares to be executed by private deed with immediate legal effect on or about 16 September 2026. The Offer Shares are expected to be registered in the VPS in book-entry form and delivered to the subscribers' VPS accounts on or about 16 September 2026. The Offer Shares will rank pari passu in all respects with the Company's existing shares and will carry full shareholder rights from the time of such registration in VPS.
The completion of the Subsequent Offering remains subject to (i) the Board resolving to issue the Offer Shares, (ii) due payment of the Offer Shares by the subscribers in the Subsequent Offering, (iii) issuance of the Offer Shares, (iv) registration of the Offer Shares in the VPS, and (v) delivery of the Offer Shares to the subscribers in the VPS.
Trading in the Offer Shares on Euronext Growth Oslo is expected to commence on or about 17 September 2026 under the ticker code "KING".
Additional information regarding the Subsequent Offering, including procedures for subscription, payment and delivery of the Offer Shares, is set out in the Prospectus.
ABG Sundal Collier ASA is acting as Manager in the Subsequent Offering. DLA Piper Nederland N.V. is acting as Dutch legal adviser to the Company in connection with the Subsequent Offering. Wikborg Rein Advokatfirma AS is acting as Norwegian legal adviser to the Company in connection with the Subsequent Offering.
For media and investor inquiries, please contact press@the-kingfish-company.com ir@the-kingfish-company.com
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
About The Kingfish Company The Kingfish Company is a pioneer and leader in sustainable land-based aquaculture, specialising in the production of high-quality yellowtail kingfish. The Company operates its flagship facility, Kingfish Zeeland, in the Netherlands. Production is based on advanced recirculating aquaculture systems (RAS) that ensure biosecurity and environmental control. Animal welfare is paramount, and the fish are grown without antibiotics or vaccines. All operations run on 100% renewable electricity, and use seawater to conserve freshwater resources. The Company's main product, the Yellowtail Kingfish (also known as ricciola, hiramasa, or greater amberjack), is a versatile premium species highly valued in Italian and Asian-fusion cuisines. Its products are certified as sustainable and environmentally responsible by Best Aquaculture Practices (BAP), GLOBALG.A.P., and Friend of the Sea. IMPORTANT INFORMATION
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
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. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State. In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, and that are (i) 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) 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.
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 "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this announcement 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 announcement by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither of the Company, the Manager nor any of their respective 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 in the Company. Neither the Company, the Manager nor any of their respective affiliates accept any liability arising from the use of this announcement.
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