Gigante Salmon AS: Contemplated private placement and retail offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Bodø, 10 February 2026
Reference is made to the stock exchange announcement by Gigante Salmon AS (the "Company") on 15 December 2025 following an extraordinary general meeting regarding the appointment of DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS and SB1 Markets AS (collectively the "Managers") to advise on and effect a contemplated private placement of new shares in the Company (the “Offer Shares”) directed towards Norwegian and international investors (the "Private Placement") to raise gross proceeds of up to NOK 322,500,000 in gross proceeds (which is equal to the Board Authorisation based on the Offer Price) (the "Offer Size").
The Company hereby announces that it is launching the Private Placement after the close of trading on Euronext Growth Oslo today.
In addition, the Company intends to conduct a separate retail offering of new shares in the Company (the "Retail Offer Shares") directed towards retail investors, to raise gross proceeds of up to the NOK equivalent of up to EUR 1 million, subject to applicable exemptions from prospectus requirements, to be facilitated through Nordnet Bank AB ("Nordnet") and made through their facilities (the "Retail Offering"). The Private Placement and the Retail Offering will in sum not exceed the Offer Size.
The Offer Shares will be offered at a fixed subscription price of NOK 7.50 per share (the "Offer Price").
Use of proceeds: The Company intends to use the net proceeds from the Private Placement and the Retail Offering to support the next phase of the Company's growth, including necessary and strategic improvements to the Company's facility at Rødøy, working capital and general corporate purposes, including repayment of short-term loans.
Pre-commitments: The Company's largest shareholder, Gigante Havbruk AS (holding directly and indirectly 61.55% of the outstanding shares in the Company and represented on the board of directors (the "Board") by Kristian Lorentsen) has, subject to certain conditions, pre-committed to subscribe for Offer Shares for NOK 150 million in the Private Placement. Gigante Havbruk AS is pursuant to the pre-commitment guaranteed an allocation of such number of Offer Shares in the Private Placement that is necessary to ensure that Gigante Havbruk AS and Kapnord AS maintains, directly and indirectly, a minimum shareholding of 50.01% in the Company following completion of the Private Placement, Retail Offering and Subsequent Offering (as defined herein and if relevant). The final pre-commitment amount for Gigante Havbruk AS may thus be adjusted based on investor interest in the Private Placement.
The following primary insiders have, subject to certain conditions, pre-committed to subscribe for, and will be allocated, Offer Shares in the Private Placement for the following amounts (jointly with Gigante Havbruk AS, the "Pre-committed Investors"):
• Liv Monica Stubholt (chairperson of the Board), pre-committing NOK 1,000,000; and • Kristian Lorentsen (board member), pre-committing NOK 200,000
Lock-up: In connection with the Private Placement, members of the Company’s management and Board have agreed lock-up undertakings for their shareholdings in the Company for a period of six (6) months following completion of the Private Placement, subject to certain customary carve-outs.
The Retail Offering: The Retail Offering comprises a retail offer of up to the NOK equivalent of EUR 1 million to the public in Norway subject to exemptions being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. In the Retail Offering, the maximum allocation amount to the NOK equivalent of EUR 1 million. The Retail Offering is incidental to the Private Placement and will not be carried out if the Private Placement does not occur. The Private Placement is not conditional on the Retail Offering.
Applications in the Retail Offering can be made through the website of Nordnet from commencement of the Retail Application Period and must be made before the end of the Retail Application Period.
Each applicant in the Retail Offering accepts the following by placing an application through Nordnet's platform: an investment in the Offer Shares is made solely at the applicant’s own risk and is based on the applicant's own assessment of the Company and the Offer Shares. An investment in the Offer Shares is only suitable for investors who can afford to lose the invested amount. No prospectus or other document providing a similar level of disclosure has been prepared in connection with the Retail Offering.
Application period: The application period for the Private Placement will commence today, 10 February 2026 at 16:30 hours (CET) and close on 11 February 2026 at 08:00 (CET) (the "Private Placement Application Period"). The application period for the Retail Offering will commence today, 10 February 2026 at 16:30 hours (CET) and run until 21:00 hours (CET) on 10 February 2026 (the "Retail Application Period").
The Company together with the Managers reserve the right, at their own discretion, to extend or shorten the Private Placement Application Period and/or Retail Application Period at any time and for any reasons on short notice or without notice, or to cancel the Private Placement and/or the Retail Offering in its entirety. If the Private Placement Application Period and/or Retail Application Period are shortened or extended, the other dates referred to herein may be amended accordingly.
Allocation: The allocation of Offer Shares will be made at the discretion of the Board (in consultation with the Managers), however so that the Pre-Committed Investors will receive allocation in accordance with their commitments as described above. The Board will focus on criteria such as (but not limited to) pre-commitments, indications from the pre-sounding phase of the Private Placement, current ownership in the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. The Board reserves the right, at its sole discretion, to reject and/or reduce any applications, in whole or in part. The Company and the Managers further reserve the right, in their sole discretion, to take into account the creditworthiness of any Applicant. Other than the allocation to the Pre-committed Investors (as described above), there is no guarantee that any Applicant will be allocated Offer Shares in the Private Placement.
Allocation of Offer Shares in the Retail Offering will be determined by the Board, at its sole discretion, in consultation with the Managers, following the expiry of the Private Placement Application Period. The Retail Offering is limited to a maximum of the NOK equivalent of EUR 1 million. Allocations will be reduced at the Company's discretion should demand exceed this limit.
Notification of allocation and payment instructions is expected to be sent by the Managers on or about 11 February 2026, subject to any shortening or extensions of the Private Placement Application Period.
Conditions for completion: Completion of the Private Placement is subject to (i) all necessary corporate resolutions being validly made by the Company, including (without limitation) the Board resolving to proceed with the Private Placement, allocate the Offer Shares and issue the Offer Shares in the Private Placement pursuant to the Board Authorization, (ii) the Pre-Payment Agreement remaining in full force and effect, (iii) the share capital increase pertaining to the issuance of the Offer Shares in the Private Placement being validly registered with the Norwegian Register of Business Enterprises ("NRBE"), and (iv) the Offer Shares in the Private Placement being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or "VPS").
The Company reserves the right to cancel the Private Placement at any time and for any reason prior to notification of allocation. There can be no assurance that the Conditions will be satisfied. If the Conditions are not satisfied, the Private Placement may be revoked or suspended without any compensation to applicants.
The Private Placement is not conditional on completion of the Retail Offering. The Retail Offering will not be carried out if the Private Placement is not completed.
Settlement: The date for settlement of the Private Placement and the Retail Offering is expected to be on or about 13 February 2026 (T+2).
The Offer Shares will be settled with new shares in the Company to be issued under the Board Authorisation, and delivery versus payment ("DVP") settlement will be facilitated by a pre-funding agreement to be entered into between the Company and the Managers (the "Pre-Payment Agreement").
Settlement of the Retail Offering is expected to take place, subject to and in conjunction with the Private Placement.
The first day of trading on Euronext Growth Oslo for the Offer Shares is expected on or about 12 February 2026, subject to registration of the relevant share capital increase in the NRBE. The Company will publish a stock exchange announcement when the registrations have taken place.
Selling restrictions: The Private Placement is directed towards institutional investors and other professional investors outside the United States of America (the "U.S." or the "United States"), subject to applicable exemptions from applicable prospectus and registration requirements, and (b) qualified institutional buyers ("QIBs") in the United States as defined in, and in reliance on, Rule 144A ("Rule 144A") or another available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
In the Private Placement, the minimum application and allocation amount is set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate Offer Shares in the Private Placement corresponding to an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public, as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act and other applicable regulations, are available.
Equal treatment considerations and potential subsequent repair offering: The Private Placement and the Retail Offering represent a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has carefully considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Private Limited Companies Act and the Norwegian Securities Trading Act.
The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in particular because the Private Placement enables the Company to secure equity financing to accommodate the Company's funding requirements. Further, a private placement will reduce execution and completion risk, as it enables the Company to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue.
On this basis, the Board has considered the proposed transaction structure and the Private Placement to be in the common interest of the Company and its shareholders.
The Company may, subject to completion of the Private Placement and depending on the participation of retail investors in the Retail Offering, consider conducting a subsequent share offering of new shares (the "Subsequent Offering"). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice and taking into account the amount allocated to the Retail Offering. Any Subsequent Offering will be directed towards existing shareholders in the Company as of 10 February 2026 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer shares in the Private Placement, and (iii) 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 Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering. The Company will issue a separate stock exchange announcement with further details on the Subsequent Offering if and when finally resolved.
The Company will initiate a process to assess a potential listing on Euronext Oslo Børs, the main market operated by Euronext Oslo Børs.
The Company has published an updated company presentation on its web pages.
Advisors: Advokatfirmaet Selmer AS is acting as legal advisor to Gigante Salmon AS, while Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
For further information, please contact:
Kjell Lorentsen, CEO Phone: +47 911 22 688 E-mail: kjell@gigante.no
Benny Hansen, CFO Phone: +47 902 80 292 E-mail: benny@gigantesalmon.no
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Rune Johansen, Investor Relations Officer of Gigante Salmon AS, at the time and date stated above in this announcement.
About Gigante Salmon AS: Gigante Salmon is a land-based salmon farming company with its first production facility under construction on Lille Indre Rosøy in Rødøy, Norway. The Company’s aquaculture concept is based on a flow-through system, combining the benefits of conventional and land-based aquaculture while simultaneously eliminating issues associated with conventional, sea based, farming. Visit www.gigantesalmon.no for more information.
Important notice: 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. 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.
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 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.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement have been offered by means of a set of subscription materials provided to potential investors, except for the potential Subsequent Offering which will be made on the basis of a listing and offering prospectus. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials or for the Subsequent Offering, the prospectus.
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 "Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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.
The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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. Any forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 make any 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. You should not place undue reliance 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.
Neither the Managers nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility or liability 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 of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.