Inside information: Fifax launches a directed share issue to the company's creditors to convert certain debts

FIFAX Plc, company announcement, inside information, 26 May 2023, at 4:30 p. m. EEST

Directed share issue

FIFAX Plc's ("Fifax" or the "Company") Annual General Meeting resolved on 27 February 2023 to authorize the Board of Directors of the Company to decide on a directed share issue of up to 3,300,000 new shares in the Company to the Company's creditors to convert certain debts and interest on debts. The Company has accrued unpaid interest attributable to capital loans, the principal of which have previously been converted into shares of the Company in accordance with their terms and conditions. This accrued interest amounts to approximately EUR 500,000 (hereinafter the “Accrued Capital Loan Interest”). In addition, the Company has an interest-bearing loan from Helmet Capital Oy Ab, the contractual terms of which allow the principal and accrued interest to be converted into equity. The loan capital and accrued interest amount to approximately EUR 150,000 (such loan capital and accrued interest, the “Loan”). Pursuant to the authorization granted by the Annual General Meeting, the share issue may be directed to the holders of the Accrued Capital Loan Interest and/or the Loan, in one or more tranches, to convert the Accrued Capital Loan Interest and/or the Loan into shares in the Company. The directed share issue would be executed by setting off the Accrued Capital Loan Interest and/or the Loan against a subscription price determined by the Board of Directors.

Pursuant to the authorization granted by the Annual General Meeting, the Company’s Board of Directors has today on 26 May 2023 resolved on a directed share issue, in which up to 3,300,000 new shares of the Company (the "Conversion Shares") will be issued in deviation from the shareholders’ pre-emptive subscription rights to the holders of the Accrued Capital Loan Interest and/or the Loan (the "Share Issue"). The subscription period for the shares commences on 29 May 2023 at 10:00 a.m. Finnish time and ends on 13 June 2023 at 4:30 p.m. Finnish time.

The subscription price in the Share Issue is EUR 0.222 per share, which is based on the trade-weighted average price of the Company’s share between 11 May and 25 May 2023. The subscription price will be paid in its entirety by setting off the Accrued Capital Loan Interest and/or the Loan against the subscription price.

Conversion of the Accrued Capital Loan Interest and/or the Loan into shares of the Company would improve and clarify the Company’s capital structure, improve the Company’s liquidity and reduce its indebtedness. Consequently, the Board of Directors of Fifax considers there to be a weighty financial reason to execute the Share Issue.

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

 Registration and listing of the shares

The Company will announce the result of the Share Issue and will submit an application for the Conversion Shares to be admitted to trading on Nasdaq First North Growth Market Finland marketplace on or about 14 June 2023. The Conversion Shares will be registered with the Finnish Trade Register and recorded on the book-entry accounts of the subscribers on or about 15 June 2023. Trading with the Conversion Shares on Nasdaq First North Growth Market Finland marketplace is expected to commence on or about 16 June 2023 under the trading code "FIFAX". The Conversion Shares will, as of their registration and recording on the book-entry accounts, confer the same rights as the Company’s other shares. Aktia Alexander Corporate Finance Oy acts as the subscription venue for the Share Issue.

FIFAX PLC

For more information: 
Samppa Ruohtula 
CEO, FIFAX Plc 
+358 40 559 8812 
[email protected] 

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.

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.