Kats, Netherlands - May 12 , 2026 - Reference is made to the stock exchange
announcements made by The Kingfish Company N.V. (Euronext Growth Oslo: KING)
(the "Company" or "Kingfish") on 26 March 2026 and 20 January 2026 regarding
financing discussions with key stakeholders regarding its capital structure and
financing arrangements related to the Company's expected non-compliance with its
EBITDA financial covenant at year-end 2025.
The Company is pleased to present a strategic financial restructuring, which
upon completion will result in a simplified capital structure, new equity, and a
significant reduction of net debt increasing liquidity to support further growth
and value creation. Part of the solution involves bringing the renowned
international investment company Eyrir hf. ("Eyrir"), rooted in Iceland, on
board as the Company's main shareholder. The restructuring is further supported
by a broad group of key existing shareholders and long-term backers of the
Company, including certain seed investors, underlining their continued
confidence in the Company and its long-term potential.
Kingfish's CEO, Vincent Erenst, commented: "This transaction represents an
important milestone for The Kingfish Company. Over the past months, we have
worked intensively with our lenders, shareholders and new investors to establish
a long-term capital structure that supports the continued development of the
business. We are particularly pleased to welcome Eyrir as a new major
shareholder. Eyrir brings an impressive entrepreneurial track record in
developing and scaling businesses over the long term. We believe this experience
and mindset are an excellent match with Kingfish's passion, ambition and
long-term vision for sustainable aquaculture."
Árni Thordarson, Chairman of Eyrir, commented: "The Kingfish Company has built a
strong and differentiated platform, underpinned by a highly capable team and a
clear commitment to quality, innovation and sustainability. The company serves
local restaurants and retailers across Europe with premium kingfish yellowtail
produced through a fully integrated value chain. Disciplined investment in
advanced technology and a land-based RAS system using clean seawater and
renewable energy positions the business to deliver superior-quality fish in a
responsible and scalable way.
At Eyrir, we bring more than capital: we bring long-term commitment, strategic
support and active ownership. We look forward to working with management and
fellow shareholders to support the company's next phase of growth and create
enduring value for all stakeholders."
The key elements of the restructuring
One key element of the restructuring which is announced today, is that the
Company has successfully placed a private placement (the "Private Placement"),
raising committed gross proceeds of EUR 21 million, through the conditional
allocation of 392,523,365 new ordinary shares at a subscription price of EUR
0.0535 per share (the "Offer Price") as part of the restructuring (the
"Restructuring").
In addition to the Private Placement, the key elements of the Restructuring
comprise: (i) a contemplated full conversion of all outstanding commitments
(including accrued and unpaid interest), amounting to approximately EUR 49
million, under the Company's existing convertible loan agreement (the "CLA")
into 363,093,479 new ordinary shares (final number subject to the exact timing
of the completion of the Restructuring) in the Company (the "CLA Conversion"),
pursuant to a CLA conversion agreement to be entered into (the "CLA Conversion
Agreement"); and (ii) contemplated amendments to the existing senior facilities
agreement with the Company's largest lender, including extension of maturity by
24 months until April 2029 and a re-calibrated covenant framework providing the
Company with sufficient headroom going forward (the "Amended SFA").
The completion of the Restructuring is subject to completion of each of the
Private Placement, the CLA Conversion and the execution of the Amended SFA.
Following completion of the Restructuring, the Company will conduct a subsequent
offering of up to 74,766,355 new ordinary shares raising up to the NOK
equivalent of EUR 4 million directed towards eligible existing shareholders (the
"Subsequent Offering").
Kingfish's Chairman , Jeroen Scheelbeek, commented: "Over the past ten years,
Kingfish has demonstrated continuous progress, evolving from an ambitious
start-up into a leading land-based aquaculture company with steadily improving
operational, biological and commercial performance. The combination of new
equity, the conversion of the convertible loan and the contemplated amendment of
the senior facilities agreement is expected to significantly strengthen the
Company's balance sheet, improve liquidity and provide a more stable financial
platform for future growth. This transaction is expected to mark the beginning
of a new era for Kingfish, providing the foundation to accelerate its next phase
of development."
The Private Placement
The Private Placement is directed towards certain existing shareholders (the
"Investors"). Among the Investors is Eyrir, an Icelandic holding company, that
has committed to subscribe for, and has conditionally been allocated, Offer
Shares for EUR 15 million in the Private Placement. Upon completion of the
Restructuring, Eyrir is expected to hold approximately 31.4% of the Company's
total share capital (prior to issuance of any new shares in the Subsequent
Offering), making Eyrir the Company's largest shareholder.
Eyrir is a long-term, active investment firm with over 25 years of experience
supporting companies through strategic and organizational transformation. Eyrir
focuses on investments in companies that have the potential to become
sustainable global market leaders. As part of the Restructuring, a
representative of Eyrir will be proposed for election to the Company's
supervisory board at the Extraordinary General Meeting.
In addition, a broad group of key existing backers of the Company, including
certain early seed investors, have collectively committed approximately EUR 6
million to the Private Placement, demonstrating continued long-term support for
the Company and its future development.
The completion of the Private Placement is subject to the satisfaction or waiver
of inter alia the following conditions: (i) the execution of the Amended SFA,
(ii) the execution of the CLA Conversion Agreement and (iii) an extraordinary
general meeting of the Company (the "EGM") resolving to approve the Private
Placement, the CLA Conversion, the election of a new supervisory board member
and any ancillary resolutions (the "EGM Resolutions"). The Company will convene
the EGM in due course. The Investors and other shareholders holding in aggregate
more than 80% of the outstanding shares in the Company have undertaken to vote
in favour of the EGM Resolutions at the EGM. The Private Placement will not be
completed if the conditions have not been fulfilled by 15 September 2026 (the
"Long-stop Date").
The Company will use the net proceeds of the Private Placement to support
liquidity, growth initiatives and general working capital.
Conversion of the Convertible Loan Agreement
As part of the Restructuring, the Company has obtained undertakings from all
lenders under the CLA to enter into the CLA Conversion Agreement, pursuant to
which each lender's total outstanding amounts, including accrued and unpaid
interest (the "Outstanding Amount"), will be converted into ordinary shares of
the Company (the "Conversion Shares"), so that no Outstanding Amount shall
remain due or payable under the CLA following completion of the Conversion.
The conversion price at which the Conversion Shares will be issued will be as
follows:
For each CLA Lender that is also an Investor in the Private Placement: (i) EUR
0.0535 per Conversion Share (i.e. equal to the Offer Price in the Private
Placement) for the amount that is equal to the amount for which such Investor
subscribes for Offer Shares in the Private Placement (on a euro-for-euro basis);
and (ii) EUR 0.1714 per Conversion Share for any remaining portion of such
Investor's Outstanding Amount. For each CLA lender that is not an Investor: EUR
0.1714 per Conversion Share for their entire Outstanding Amount.
The full amount of each CLA lender's conversion price shall be paid 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 Amended SFA
The Company is currently engaged in advanced discussions with its largest lender
regarding the Amended SFA.
It is expected that the effectiveness of the Amended SFA will be conditional on
completion of the Private Placement and the CLA Conversion. The Company will
provide further updates once the Amended SFA discussions have been concluded.
Equal treatment and Subsequent Offering
The Private Placement entails a deviation from the shareholders' pre-emptive
rights pursuant to article 2:96a of the Dutch Civil Code. The Private Placement
has been diligently considered by the supervisory board (the "Board") of the
Company in light of the principles of equal treatment of shareholders under the
Section 2:92 paragraph 2 of the Dutch Civil Code and the Board is of the opinion
that it is in compliance with these principles. The purpose of the Private
Placement is to raise equity capital to meet the Company's acute liquidity
needs, to enable the Restructuring and secure an extended financial runway for
the Company. Based on significant effort and discussions with all key
stakeholders, no other means of raising capital than an equity raise structured
as a private placement in combination with the full conversion of the CLA have
been identified as possible in order to achieve the aforementioned purposes. All
other available options for the Company than the Private Placement have been
determined as more value destructive for the Company's shareholders and other
stakeholders. On this basis, 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.
Subject to completion of the Private Placement and the CLA conversion, to
facilitate equal treatment of shareholders, including by limiting the dilutive
effect of the Private Placement and providing shareholders who did not
participate in the Private Placement with an opportunity to subscribe for shares
at the Offer Price, the Board proposes to carry out the Subsequent Offering by
the issuance of up to 74,766,355 new shares, at the NOK equivalent of the same
subscription price as the Offer Price in the Private Placement, raising up to
the NOK equivalent of EUR 4 million in gross proceeds.
The Subsequent Offering will be directed towards shareholders of the Company as
of 11 May 2026 (as registered with the VPS two trading days thereafter (the
"Record Date")) who: (i) are not an Investor and/or a CLA lender; (ii) were not
wall-crossed in connection with the Private Placement; and (iii) who 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").
The Subsequent Offering will be conditional upon: (i) completion of the Private
Placement; (ii) the publication by the Company of a national prospectus in
Norway prior to the commencement of the subscription period; and (iii)
compliance with all applicable securities laws and regulations.
Further information on any Subsequent Offering will be provided in a separate
stock exchange release.
Advisors
ABG Sundal Collier ASA is acting as manager and financial adviser to the Company
in connection with the Private Placement and the Restructuring. DLA Piper
Nederland N.V. is acting as Dutch legal adviser to the Company in connection
with the Restructuring. Wikborg Rein Advokatfirma AS is acting as Norwegian
legal adviser to the Company in connection with the Restructuring.
Arctica Finance and AX legal services are acting as financial and legal adviser
to Eyrir in the Private Placement.
For media and investor inquiries, please contact
press@the-kingfish-company.com
ir@the-kingfish-company.com
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. The information was
submitted for publication by CFO Jean-Charles Valette at the date and time set
out herein, on behalf of the Company.
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 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 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.
d 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.\