Gigante Salmon AS: Successful completion of upsized 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, 11 February 2026
Reference is made to the stock exchange announcement by Gigante Salmon AS (the "Company") on 10 February 2026 regarding a contemplated private placement of new shares (the "Private Placement") and a public retail offering of new shares (up to the NOK equivalent of EUR 1 million), facilitated by Nordnet Bank AB (the "Retail Offering"), together raising gross proceeds of up to NOK 322,500,000 (the “Offer Size”).
The Company is pleased to announce that the Private Placement and the Retail Offering has been successfully placed. The Private Placement attracted strong investor demand, and in consultation with the Managers, the Company therefore resolved to upsize the Offer Size with NOK 37.5 million (approx. 11% of the original Offer Size) to NOK 360 million in order to accommodate for healthy allocations. The board of directors of the Company (the “Board”) has resolved to allocate (conditionally for Tranche 2 (as defined below)) 47,000,000 new shares in the Private Placement and 1,000,000 new shares in the Retail Offering (together the "Offer Shares") at a fixed subscription price of NOK 7.50 per Offer Share (the "Offer Price").
The Private Placement will be settled in two tranches: one tranche with 43,000,000 Offer Shares ("Tranche 1") that has been resolved by the Board pursuant to the authorization granted by the general meeting in the Company held on 15 December 2025 (the "Board Authorization") and a second tranche with 5,000,0000 Offer Shares ("Tranche 2"), which the Board will propose to be issued by a resolution in an extraordinary general meeting in the Company (the "EGM") to be summoned shortly. All of the Offer Shares in Tranche 2 are allocated to the Company's largest shareholder, Gigante Havbruk AS.
DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS and SB1 Markets AS have acted as joint manager and bookrunners in the Private Placement (collectively the "Managers").
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.
Settlement: The date for settlement of Tranche 1 of the Private Placement is expected to be on or about 13 February 2026 (T+2). Settlement of the Retail Offering is expected to take place, subject to and in conjunction with settlement of Tranche 1 of the Private Placement.
Settlement for Tranche 2 is expected to take place on or about 27 February 2026, subject to the satisfaction of the Tranche 2 Conditions (as defined below) and handling time for registration of the share capital increase relating to Tranche 2 in the Norwegian Register of Business Enterprises (the “NRBE”).
The Offer Shares in Tranche 1 and in the Retail Offering will be settled with new shares in the Company resolved issued under the Board Authorisation, and delivery versus payment ("DVP") settlement will be facilitated by a pre-funding agreement entered into between the Company and the Managers (the "Pre-Funding Agreement").
The first day of trading on Euronext Growth Oslo for the Offer Shares in Tranche 1 and the Retail Offering is expected on or about 12 February 2026, and on or about 26 February 2026 for Tranche 2, in each case 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.
To issue the Offer Shares allocated in Tranche 1 of the Private Placement and Retail Offering, the Board has resolved to increase the Company’s share capital with NOK 43,000,000 by issuance of 43,000,000 new shares pursuant to the Board Authorization. Following registration of the share capital increases pertaining to Tranche 1 of the Private Placement and the Retail Offering with NRBE, the Company's share capital will be NOK 214,263,594 divided into 214,263,594 shares, each with a nominal value of NOK 1.00.
Allocation and lock-up: Notification of allocation (conditional with respect to Tranche 2) and payment instruction will be issued to applicants by the Managers on 11 February 2026.
In line with the announced pre-commitment structure and in order to accommodate for healthy allocations following strong demand during the application period in the Private Placement, Gigante Havbruk AS, has been allocated 6,950,000 Offer Shares at the Offer Price in the Private Placement, equal to NOK 52.125 million.
Gigante Havbruk AS will remain the Company's largest shareholder and will hold at least more than 50.01% of the shares in the Company following completion of the Private Placement, Retail Offering, and the Subsequent Offering (as defined herein).
The following primary insiders have been allocated Offer Shares at the Offer Price in the Private Placement: • Liv Monica Stubholt (chairperson of the Board), has been allocated 133,333 Offer Shares equal to approx. NOK 1 million; and • Kristian Lorentsen (board member), has been allocated 26,666 Offer Shares equal to approx. NOK 0.2 million.
Gigante Havbruk AS has agreed to receive parts of their allocated Offer Shares in Tranche 2. All other investors will receive their entire allocation in Tranche 1.
Notification of trades for the primary insiders in accordance with article 19 of the EU Market Abuse Regulation are attached with this announcement.
In connection with the Private Placement, members of the Company’s management and Board have agreed to market-based lock-up undertakings for a period of six (6) months following completion of the Private Placement, subject to certain customary carve-outs.
Conditions for final completion: The completion of Tranche 1 of the Private Placement is subject to (i) the Pre-Funding Agreement being in full force and effect, (ii) the share capital increase pertaining to the issuance of the Offer Shares in Tranche 1 being validly registered with the NRBE, and (iii) the Offer Shares in Tranche 1 being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or "VPS"). Completion of Tranche 1 is not conditional upon completion of Tranche 2. The settlement of Offer Shares under Tranche 1 will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2 is not completed.
The completion of Tranche 2 is subject to (i) the completion of Tranche 1, (ii) a resolution by the EGM to issue the Offer Shares in Tranche 2, (iii) the Pre-Funding Agreement being in full force and effect, (iv) the share capital increase pertaining to the issuance of the Offer Shares in Tranche 2 being validly registered with the NRBE, and (v) the Offer Shares in Tranche 2 being validly issued and registered in VPS. (jointly, the "Tranche 2 Conditions").
The completion of the Retail Offering is subject to (i) completion of Tranche 1 of the Private Placement, (ii) the Pre-Funding Agreement remaining in full force and effect, (iii) the share capital increase pertaining to the issuance of the Offer Shares in the Retail Offering being validly registered with the NRBE, and (iv) the Offer Shares in the Retail Offering being validly issued and registered in the VPS.
The Private Placement is not conditional on completion of the Retail Offering. The Retail Offering will not be completed if Tranche 1 of the Private Placement is not completed.
Equal treatment considerations and proposal for 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 concluded that the transaction structure is in the common interest of the Company and its shareholders.
In order to mitigate the dilutive effect of the Private Placement and the Retail Offering, and also providing Eligible Shareholders (as defined below) with the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement and the Retail Offering, the Board has proposed to carry out a subsequent offering of up to 5,333,333 new shares in the Company at the Offer Price, raising gross proceeds of approximately up to NOK 40,000,000 (the "Subsequent Offering").
The 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 ("Eligible Shareholders").
The Subsequent Offering is conditional upon approval by the EGM. 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 by the EGM.
The Company will initiate a process to assess a potential listing on Euronext Oslo Børs, the main market operated by Euronext Oslo Børs.
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 has 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.