Positive outlook for Q4 2024 with volume growth above 50%<\/b><\/p>\n
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE\u2019S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.<\/p>\n
Kats, Netherlands \u2013 December 22, 2024<\/b><\/p>\n
Highlights Q4 2024 <\/b><\/p>\n “<\/span>Q4 2024 marked a significant period of progress for The Kingfish Company, as we continued to accelerate sales growth with a volume increase exceeding 50%. This reflects the strong and growing demand for our sustainable Yellowtail Kingfish and the effectiveness of our sales and business development efforts. At the same time, we are taking decisive steps to optimize our operations by adjusting biomass levels to restore operational efficiency and align production with demand. These actions, combined with the contemplated fully underwritten \u20ac 14 million equity raise and adjustments to our financing terms, will strengthen our ability to scale production toward full capacity and deliver on our strategic objectives for 2025 and beyond,\u201d said Vincent Erenst, CEO of The Kingfish Company.<\/span><\/p>\n Contemplated fully underwritten private placement<\/b><\/p>\n The Kingfish Company N.V. (\u201cKingfish\u201d or the \u201cCompany\u201d, ticker: KING) has appointed ABG Sundal Collier ASA as sole financial advisor and bookrunner (the \u201cManager\u201d) to advise on and effect a contemplated fully underwritten private placement (the \u201cPrivate Placement\u201d) of 31,111,112 new shares in the Company (the \u201cOffer Shares\u201d) at a fixed price of EUR\u00a00.45 per Offer Share, corresponding to NOK 5.33 based on the official EUR\/NOK exchange rate published by the Central Bank of Norway on December 19, 2024 (the \u201cOffer Price\u201d), to raise gross proceeds to the Company of approximately EUR 14 million (the \u201cOffer Size\u201d).<\/p>\n The application period in the Private Placement (the \u201cApplication Period\u201d) is expected to take place in January 2025, subject to a decision by the Company\u2019s supervisory board of directors (the \u201cBoard\u201d) in consultation with the Manager.<\/p>\n The Company has received pre-commitments and underwriting commitments securing the full Offer Size, see further details below.<\/p>\n The net proceeds from the Private Placement will be used to strengthen the Company\u2019s 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.<\/p>\n The Private Placement will be divided in two tranches:<\/p>\n The Private Placement will be directed towards existing shareholders and new investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions.<\/p>\n Pre-commitments and underwriting<\/b><\/p>\n Largest as well as certain other existing shareholders in the Company (together, the \u201cUnderwriters\u201d) have, subject to customary conditions, pre-committed and\/or underwritten the full Offer Size pursuant to a subscription and underwriting agreement entered into with Kingfish (the \u201cSubscription and Underwriting Agreement\u201d). Consequently, the Underwriters have pre-committed to subscribe for Offer Shares at the Offer Price for in total approximately EUR 10.70 million and committed to subscribe for any Offer Shares that are not subscribed for during the Application Period (\u201cUnsubscribed Shares\u201d) for in total approximately EUR 3.30 million, as follows:<\/p>\n Subject to the Board resolving to consummate the Private Placement after expiry of the Application Period, an underwriting fee equal to 10% of the respective Underwriter\u2019s 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 such new shares will be subject to a resolution by the EGM.<\/p>\n Conditions for completion of the Private Placement<\/b><\/p>\n The completion of Tranche 1 by delivery of Tranche 1 Shares to investors will be subject to the Board having resolved to issue the Tranche 1 Shares and exclude pre-emption rights to such shares pursuant to the Authorizations. The completion of Tranche 2 by delivery of Tranche 2 Shares to investors will be subject to: (i)\u00a0the EGM having resolved to (a) issue or grant rights to subscribe for the Tranche 2 Shares, and (b) exclude or limit pre-emption rights for the Tranche 2 Shares; or (ii)\u00a0the Board (a) being authorized by the EGM to issue or grant rights to subscribe for Tranche 2 Shares and exclude or limit pre-emption rights for the Tranche 2 Shares, and (b)\u00a0having resolved to issue the Tranche 2 Shares pursuant to such authorizations granted by the EGM. Completion of Tranche 1 will not be subject to completion of Tranche 2. Furthermore, completion of the Private Placement by delivery of Offer Shares to investors in Tranche 1 and Tranche 2, respectively, will be subject to (i)\u00a0the Board resolving to consummate the Private Placement and allocate the Offer Shares (conditionally in respect of Tranche 2), (ii)\u00a0payment being received by or on behalf of Kingfish for the Offer Shares allocated, (iii)\u00a0the Subscription and Underwriting Agreement remaining unmodified and in full force and effect, (iv) execution and delivery of a deed of issuance of shares to the Company\u2019s VPS registrar, DNB Bank ASA, (v) the registration of the issuance of the shares in the Company\u2019s Dutch register of shareholders, and (vi) the issuance of a corresponding number of shares in the VPS.<\/p>\n The Underwriters, together representing approx. 81% of the shares and votes in the Company, have undertaken to vote in favour of the resolutions at the EGM.<\/p>\n Further details about the contemplated Private Placement and the EGM will be announced in due course.<\/p>\n Update of the Senior Facility Agreement\u2019s terms<\/b><\/p>\n In connection with, and subject to the successful settlement of the Private Placement, P Capital Partners AB (\u201cPCP\u201d) and Co\u00f6peratieve Rabobank U.A. have approved certain amendments of the Company\u2019s existing Senior Facilities Agreement:<\/p>\n The other terms of the Company\u2019s existing debt facilities will remain unchanged.<\/p>\n Positive volume outlook for Q4 2024<\/b><\/p>\n Kingfish achieved strong volume growth in October and November 2024, reporting increases of 56% and 61%, respectively, compared to the same period last year. December is expected to report another milestone, with expected growth exceeding 55%, further solidifying a strong trajectory going into 2025. Driven by increased sales and commercial efforts, demand for Kingfish\u2019 sustainable Yellowtail Kingfish is clearly increasing and sales volumes for Q4 are projected to reach between 520 and 540 tons. Revenue per kg for large fish is expected to remain resilient in Q4; small fish sales are supported by seasonal promotional activities which will have a temporary effect on revenue per kg.<\/p>\n Operational adjustment to optimize farm performance<\/b><\/p>\n Over the past two quarters, the farm has operated with biomass levels exceeding optimal levels. Efforts to slow down production have had limited impact on the growth of the fish, while negatively impacting operational performance. To address this challenge, the Company has decided to reduce biomass by 300 tons, targeting a standing biomass of approximately 800 metric tons by the end of Q1 2025. This volume will be sold through different channels. The adjustment will better align production capacity with the 2025 orderbook and restore operational efficiency.<\/p>\n The reduction will positively impact key performance indicators, including feed conversion ratio and growth rates, enabling a return to the optimal levels which were achieved until Q1 2024. This one-time adjustment will result in an exceptional inventory write-down of approximately \u20ac 1.8 million, to be reflected in Q4 2024 financials, pending auditor review. However, the measure will have no significant cash impact.<\/p>\n Considerations on equal treatment <\/b><\/p>\n The contemplated Private Placement has been considered by the Board in light of the equal treatment obligations under the Euronext Growth Oslo Rulebook and Oslo B\u00f8rs\u2019 Circular no. 2\/2014, and the Board is of the opinion that it is in compliance with these requirements and guidelines. The issuance of the Offer Shares will be carried out as a private placement to inter alia strengthen the Company\u2019s resources to accelerate the sales ramp up until full utilization of the farm capacity estimated at 4,000 tons per year. By structuring the equity raise as a private placement, the Company is able to efficiently raise the necessary capital for the abovementioned purposes. The Company has also conducted an investor pre-sounding process with existing and new investors to obtain the best possible terms for the Private Placement, including a market-based offer price. The Board notes that the Offer Price represents a 7.5% discount to the 30 days volume weighted average price (VWAP) of the Company\u2019s 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\u2019s 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\u2019s closing price on Euronext Growth Oslo on December 20, 2024. In addition, the Company has received pre-commitments and underwriting commitments from the Underwriters to reduce transaction risk. Furthermore, the Application Period is intended to last over 1 \u2013 3 trading days to increase existing shareholders\u2019 ability to participate in the Private Placement. On the basis of the above, and an assessment of the current equity markets as advised by the Manager, the Company\u2019s need for funding, deal execution risk and available alternatives, the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders.<\/p>\n Beraterinnen und Berater<\/b><\/p>\n ABG Sundal Collier ASA is acting as sole financial advisor and bookrunner, Wikborg Rein Advokatfirma AS is acting as Norwegian legal advisor and DLA Piper Nederland N.V. is acting as Dutch legal advisor to the Company in connection with the Private Placement.<\/p>\n F\u00fcr Medien- und Investorenanfragen wenden Sie sich bitte an <\/b><\/p>\n press@the-kingfish-company.com<\/a><\/span><\/p>\n ir@the-kingfish-company.com<\/a><\/span><\/p>\n Unternehmen News feed <\/b><\/p>\n\n
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