THE KINGFISH COMPANY N.V. SIGNING OF CLA CONVERSION AGREEMENT
NON DESTINÉ À LA DIFFUSION, PUBLICATION OU DISTRIBUTION, DIRECTE OU INDIRECTE, EN AUSTRALIE, AU CANADA, À HONG KONG, EN AFRIQUE DU SUD, AU NOUVELLE ZÉLANDE, AU JAPON, AUX ÉTATS-UNIS D'AMÉRIQUE ou dans toute autre juridiction où une telle diffusion, publication ou distribution serait illégale.
Kats, Netherlands – May 18, 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 a contemplated comprehensive restructuring of the Company’s capital structure (the “Restructuring”). “). Les termes capitalisés utilisés mais non définis dans la présente déclaration auront les significations qui leur sont attribuées dans l’annonce de restructuration.
The Company hereby announces that it has entered into the CLA Conversion Agreement for the conversion of all outstanding commitments under the CLA, including accrued and unpaid interest, amounting to approximately EUR 49 million in aggregate, into approximately 363,093,479 new ordinary shares in the Company. The final number of new shares is subject to the exact timing of the completion of the Restructuring. Separately, additional shares may be issued in connection with the Subsequent Offering, as further described in the Restructuring Announcement.
As further detailed in the Restructuring Announcement, each CLA lender’s conversion price shall be satisfied in full by way of set-off against the relevant outstanding amount of such lender, and following the completion of the CLA Conversion, the CLA will be terminated.
The completion of the CLA Conversion is subject to the satisfaction or waiver of inter alia the following conditions: (i) the execution of the Amended SFA, (ii) the completion of the Private Placement and (iii) the EGM resolving the EGM Resolutions.
The execution of the CLA Conversion Agreement constitutes the fulfilment of one of the conditions for the completion of the Private Placement, as further detailed in the Restructuring Announcement.
Pour les demandes des médias et des investisseurs, veuillez contacter press@the-kingfish-company.com ir@the-kingfish-company.com
Ces informations sont publiées conformément aux exigences de l’obligation de publication continue pour Euronext Growth Oslo.
À propos de 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.
Toutes les opérations sont alimentées par de l'électricité 100% renouvelable et utilisent de l'eau de mer pour économiser les ressources en eau douce.
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
Cette annonce n’est pas et ne fait pas partie d’une offre de vente ou d’une sollicitation d’offre d’achat., 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 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 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 document.
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 the Company nor any of its respective affiliates or advisers 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 nor any of its respective affiliates or advisers accepts any liability arising du fait de l'utilisation de cette annonce.