NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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.
Reference is made to the stock exchange notice from Norcod AS ("Norcod" or the
"Company") on 24 February 2025 regarding the contemplated private placement of
new shares (the "Offer Shares") to raise gross proceeds of minimum NOK 150
million at a price per Offer Share of NOK 12.00 (the "Offer Price") (the
"Private Placement").
As part of the revised growth strategy aligned with current favorable market
dynamics and subject to the Private Placement, the Company has received an
increased debt commitment from DNB Bank ASA of up to NOK 150 million. Together
with the Private Placement, the increased debt commitment will support the
Company in its growth towards an annual production capacity of 25,000 tons WFE.
The Company has engaged DNB Markets, a part of DNB Bank ASA, as sole bookrunner
for the Private Placement.
As previously announced, some of Norcod's largest shareholders have already
indicated support covering the minimum amount in the Private Placement. The
following existing large shareholders and primary insiders have pre-committed to
subscribe for Offer Shares at the Offer Price in the Private Placement:
· Artha Norcod, the Company's largest shareholder and a close associate of
Norcod's board member Jan Severin Sølbæk, has pre-committed to subscribe for and
will be allocated approximately NOK 67 million
· High Liner Foods, the Company's second largest shareholder currently holding
approximately 10% of the outstanding shares in the Company and a close associate
of Norcod's board member, Paul Jewer, has pre-committed to subscribe for and
will be allocated NOK 75 million.
· Sirena Group AS, a close associate of Norcod's board member Boe Romorus
Spurre, has pre-committed to subscribe for and will be allocated NOK 8 million.
· Christian Riber, CEO in Norcod, has pre-committed to subscribe for and will be
allocated NOK 500,000.
· Jan Severin Sølbæk, board member in Norcod, has pre-committed to subscribe for
and will be allocated NOK equivalent of DKK 1 million
· Boe Romorus Spurre, board member in Norcod, has pre-committed to subscribe for
and will be allocated NOK 100,000.
Thus, the minimum amount in the Private Placement is already fully covered based
on the pre-commitments received from the largest shareholders and primary
insiders prior to launch of the Private Placement.
Further announcements on the Private Placements will follow-in due course.
NOTIFICATION FROM THE DIRECTORATE OF FISHERIES
As outlined in the Q4 2024 report, Norcod increased harvesting capacity at the
Kråkøy processing plant to manage maturation and prevent spawning.
The Norwegian Directorate of Fisheries has given notice to Norcod that five pens
at the sites Labukta and Frosvika must be harvested by 1 April, 2025. This
requirement aligns with Norcod's existing harvesting plan, which was previously
proactively adjusted by the Company to ensure responsible management of
maturation in line with our shared objectives. The five pens have already been
partially harvested, to ensure compliance with the Directorate's harvesting
requirements.
The notice from the Directorate of Fisheries is in line with the harvesting plan
that already forms the basis of Norcod's business and growth strategy, as
communicated in conjunction with the Private Placement.
Norcod has maintained a close dialogue with the Directorate throughout this
process and looks forward to continuing this constructive collaboration in the
future.
Contact
Christian Riber (CEO), phone +47 905 37 990, e-mail: cr@norcod.no
Chris Guldberg (COO), phone +47 928 10 707, e-mail: cg@norcod.no
About Norcod:
Norcod AS' core business is commercial sea farming of cod but through ownership
and partnerships is involved in the entire value chain. Norcod's existing fish
farms are located in Mid-Norway with ideal conditions for cod. The company is
contributing to blue ocean value creation with minimal impact on the environment
while supporting local communities. Norcod is listed on Oslo's Euronext Growth
market.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act and the EU Market Abuse Regulation
(MAR).