The Kingfish Company's land-based farming site in Zeeland, Netherlands.
Photo: The Kingfish Company.
Netherlands-based yellowtail farmer The Kingfish Company announced yesterday that it has reached an agreement for a fully underwritten EUR 14 million equity private placement. Subject to a decision by the company's supervisory Board of Directors in consultation with the Manager, the application period is expected to take place in January 2025 and is intended to last over 1-3 trading days.
The company will offer 31,111,112 new shares at a fixed price of EUR 0.45 per offer share - corresponding to NOK 5.33 according to the official EUR/NOK exchange rate published by the Central Bank of Norway on December 19, 2024 -.
"The net proceeds from the private placement will be used to strengthen the company's resources to accelerate the sales ramp up until full utilization of the farm capacity estimated at 4,000 tons per year and for general corporate purposes," Kingfish said in a statement in which it also released its Q4 2024 operational update.
The Kingfish Company said that, by structuring the capital raising as a private placement, it can efficiently raise the capital needed for the aforementioned purposes. It should be recalled that the company's expansion has already taken several steps forward during 2024, with milestones such as the inauguration in March of a processing plant directly connected to the farm, or the deal with VAQ for the design of the third phase expansion signed at the end of September.
In addition, the company also claimed that, after conducting a pe-sounding process with existing and new investors, it has received pre-commitments and underwriting commitments securing the full offer size.
The transaction will be divided into two tranches. Tranche 1 will consist of 11,084,900 offer shares, representing 10% of the company's outstanding shares prior to the private placement. Tranche 2, meanwhile, will offer 20,026,212 shares, 18.1% of the outstanding shares prior to the private placement. ABG Sundal Collier ASA will be the sole financial advisor and bookrunner.
As mentioned, the largest and certain other existing shareholders of the company have pre-committed and/or underwritten the full offer size pursuant to a subscription and underwriting agreement entered into with Kingfish.
These underwriters have pre-committed to subscribe for offer shares at the offer price for a total of approximately EUR 10.70 million and committed to subscribe for any unsubscribed shares during the application period for in total approximately EUR 3.30 million.
These subscriptions would be as follows:
Creadev International S.A.S. - which recently sold its stake in Spain's pioneering land-based shrimp producer Noray Seafood - currently holds a 21.9% stake in Kingfish. It has pre-committed to subscribe shares for EUR 3.06 million and underwritten EUR 0.19 million.
Rabo Participaties B.V., with a current ownership of 14.1%, has pre-committed to subscribe for offer shares for EUR 1.00 million.
ASR Vermogensbeheer N.V., whose current shareholding is 2.9%, has pre-committed to subscribe shares for EUR 1.81 million and underwritten EUR 1.36 million of the offer size.
Stolt-Nielsen M. S. Ltd., which is represented on the Board by Jordi Fita and has a current shareholding of 8.3%, has pre-committed to subscribe shares for EUR 2.00 million and underwritten EUR 1.70 million.
Claris B.V. currently holds a 5.9% stake and has pre-committed to subscribe for offer shares for EUR 0.74 million, and underwritten EUR 0.05 million.
Noam Kleinfeld, a member of a Board with a current shareholding of 2.9%, has pre-committed to subscribe for offer shares for EUR 0.13 million.
Other existing shareholders - whose current aggregate shareholding is 14.8% - have pre-committed to subscribe shares for a total of EUR 1.96 million.
An underwriting fee equal to 10% of the respective underwriter's underwriting commitment (i.e. not for any pre-committed amounts) will be payable by Kingfish in the form of new shares in the company at the offer price. The issuance of the new shares will be subject to a resolution of the extraordinary general meeting. However, the underwriters - who together represent approximately 81% of the company's shares and votes - have committed to vote in favor of the resolutions to be adopted.
Finally, the Board noted that the offer price represents a 7.5% discount to the 30 days volume weighted average price (VWAP) of the company's shares on Euronext Growth Oslo to and including December 19, 2024 of NOK 5.76 (converted to EUR at an official EUR/NOK exchange rate published by the Central Bank of Norway on December 19, 2024 of 11.8143); a premium of 3.5% to the company's closing price on Euronext Growth Oslo on December 19, 2024 (the day before signing the subscription and underwriting agreement); and a discount of 0.4% to the company's closing price on Euronext Growth Oslo on December 20, 2024.
