Final result of Fifax's rights offering
FIFAX Plc, company announcement, 30 March 2023, at 2.30 p.m. (EEST)
Final result of Fifax's rights offering
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.
According to the final result of FIFAX Plc’s (“Fifax” or the “Company”) rights offering (the “Offering”), a total of 28,151,366 new shares (the “New Shares”) were subscribed for in the Offering, corresponding to approximately 109.3 percent of the New Shares, and the Offering was therefore oversubscribed. A total of 23,668,747 New Shares were subscribed for based on the exercise of subscription rights. The remaining 2,087,421 New Shares subscribed for without subscription rights were allocated in the secondary subscription in accordance with the terms and conditions of the Offering. The subscription price was EUR 0.20 per New Share.
Fifax’s Board of Directors has today approved the subscriptions made in the Offering and the allocation of the New Shares in accordance with the terms and conditions of the Offering. As a result of the Offering, the total number of shares in the Company will increase from the current 25,906,168 shares with 25,756,168 shares to 51,662,336 shares. Fifax will receive gross proceeds amounting to approximately EUR 5.2 million in the Offering, and net proceeds of approximately EUR 4.7 million after the transaction costs in connection with the Offering.
The New Shares will be entered into the Finnish Trade Register maintained by the Finnish Patent and Registration Office (the “Trade Register”) on or about 31 March 2023. The last day of trading with the interim shares (the “Interim Shares”) representing the New Shares is on or about 31 March 2023. The Interim Shares will be combined with the Company's existing shares after the New Shares have been entered in the Trade Register on or about 31 March 2023. Trading in the New Shares commences on the Nasdaq First North Growth Market Finland marketplace on or about 3 April 2023.
The New Shares entitle their holders to dividend and other proceeds possibly distributed by the Company and carry other shareholder rights in the Company after the registration of the New Shares in the Trade Register and registration in the Company’s shareholders’ register maintained by Euroclear Finland Oy on or about 3 April 2023.
Aktia Alexander Corporate Finance Oy acts as the Lead Arranger of the Offering is (the “Lead Arranger”). Roschier, Attorneys Ltd. acts as the Company’s legal adviser, and Miltton Oy as the Company’s communications adviser. Borenius Attorneys Ltd. acts as the legal adviser to the Lead Arranger.
For more information:
CEO, FIFAX Plc
+358 40 559 8812
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.
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 Lead Arranger is acting exclusively for the Company and no-one else in connection with the Offering. The Lead Arranger 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 Lead Arranger 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.
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.
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