FIFAX Plc, Company Announcement, Inside information, 5 December 2023 at 11:05 p.m. EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

FIFAX successfully completes a private placement of new shares raising approximately EUR 3.8 million

FIFAX Plc (“Fifax” or the “Company”) has successfully carried out the offering of 20,770,570 new shares in the Company (the "Shares") in a private placement to a limited number of institutional and other qualified investors in deviation of the pre-emptive subscription rights of the shareholders (the "Share Issue"). The Company announced the commencement of the book building procedure with a company release on 5 December 2023 at 6:30 p.m. EET

The Company expects to receive gross proceeds of approximately EUR 3.8 million as a result of the Share Issue. With the funds to be raised in the Share Issue, the Company intends to strengthen its financial position and continue the ramp-up of its fish farming operations, which includes several investments related to improving biosecurity, operational efficiency and profitability. The investments would also support achieving the environmental targets of the Company. If completed, the Share Issue and the restructuring of the loan facility, announced on 30 November 2023, would combined cover a substantial part of the financing required to reach the mid-term targets of the Company announced on 3 February 2023. Fifax estimates that this need would be in the aggregate approximately EUR 10 million (in addition to the funds raised in the Rights Offering in spring 2023).

The accelerated book building has enabled the execution of the Share Issue in a rapid and cost-efficient manner on terms that, in the assessment of the Board of Directors of the Company, would otherwise not be available to the Company.

Based on the offers received from investors in the accelerated book building and on the authorization given to the Board of Directors by the Company’s Extraordinary General Meeting held on 4 December 2023, the Company will issue a total of 20,770,570 Shares in the Share Issue, which corresponds to approximately 38.3 percent of all of the issued and outstanding shares in the Company prior to the Share Issue and approximately 27.7 percent of the issued and outstanding shares in the Company following the Share Issue. The total number of registered shares in the Company after the Share Issue will be 75,169,554, of which 150,000 shares are held by the Company.

The subscription price of the Shares is EUR 0.183 per Share, corresponding to a price approximately 9.0 percent lower than the closing price of the Company’s share on Nasdaq First North Growth Market Finland, immediately prior to the commencement of the book building process on 5 December 2023, and corresponding to a price approximately 5.4 percent lower than the volume-weighted average closing price of the Company's share on the Nasdaq First North Growth Market Finland during the two weeks immediately prior to the launch of the book building procedure (22 November to 5 December 2023). The subscription price shall be recorded in its entirety to the fund for invested unrestricted equity of the Company.

Subject to the completion of the Share Issue, the Shares (ISIN code FI4000496328) will be registered with the trade register maintained by the Finnish Patent and Registration Office on or about 12 December 2023. The Shares are expected to be ready for delivery to the investors who have paid the subscription price through Euroclear Finland Oy on or about 12 December 2023. Trading in the Shares is expected to commence on Nasdaq First North Growth Market Finland on or about 13 December 2023.

In connection with the Share Issue, the Company has entered into a lock-up undertaking, subject to customary exceptions, for a period of 90 days.

The terms and conditions of the Share Issue are attached to this release in their entirety.

Aktia Alexander Corporate Finance Oy is acting as the Sole Lead Manager of the Share Issue.

FIFAX PLC

Board of Directors

For more information: 
Samppa Ruohtula 
CEO, FIFAX Plc 
+358 40 559 8812 
samppa.ruohtula@fifax.ax 

Certified Advisor:
Aktia Alexander Corporate Finance Oy
+358 50 520 4098

Fifax in brief

Fifax’s vision is to be a forerunner in large-scale sustainable fish farming with a minimal impact on the environment, so that locally and sustainably produced fish can be enjoyed by its customers all year round.

Established in 2012, Fifax utilizes ultra-intensive Recirculating Aquaculture Systems (RAS) technology based on the principle of an almost completely closed water circulation within the facility, where the fish live in large land-based indoor tanks. Indoor tanks better safeguard against external factors, and the environmental impact and pollution from the facility is significantly lower when compared to traditional fish farming in water bodies.

FIFAX Plc’s shares have been listed in Nasdaq First North Growth Market Finland.

APPENDIX 1: TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE

IMPORTANT INFORMATION

The information contained in this announcement is for background purposes only and does not purport to be full or complete. This information is intended for information purposes and should not be considered an offer or a basis for a decision to invest in securities of the Company.

This announcement is not a prospectus as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”) and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities.

The Company has not authorized any offer to the public of securities in any member state of the European Economic Area other than Finland. With respect to each member state of the European Economic Area, no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in accordance with the Prospectus Regulation.

No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement and the information contained herein are not for publication or distribution, directly or indirectly, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

This announcement does not constitute an offer of securities to the public in the United Kingdom. This announcement is only being distributed to and is only directed at persons who are outside the United Kingdom, or are or are “qualified investors” within the meaning of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and are also (i) investment professionals falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49 (2) of the Order (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this document relates will be only available to, and will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents.

The Sole Lead Manager is acting exclusively for the Company and no-one else in connection with the Offering. The Sole Lead Manager will not regard any other person as its client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Sole Lead Manager or any of its directors, officers, employees, advisers or agents do not accept any responsibility or liability whatsoever for or make any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Forward-looking statements

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”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this announcement by such forward-looking statements. The Company does not guarantee 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. Undue reliance should not be placed on the forward-looking statements in this announcement. 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.

Attachments

Appendix 1 Terms And Conditions Of The Share Issue

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