Fjord Defence Group ASA – Private placement successfully placed
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Oslo, 20 May 2026:
Reference is made to the stock exchange announcement by Fjord Defence Group ASA ("Fjord Defence Group" or the "Company") on 20 May 2026 at 16:46 CEST (the "Announcement"), regarding the agreement to acquire 100% of the shares in Frydenbø Milpro AS ("Frydenbø Milpro") (the "Acquisition"), and a contemplated private placement of new shares in the Company (the "Private Placement").
The Company is pleased to announce that the Private Placement has been successfully placed, and that the Company's board of directors (the "Board") has resolved to allocate 5,415,282 new shares (the "Offer Shares") at a price per Offer Share of NOK 15.05 (the "Offer Price"), equal to the closing market price, thereby raising gross proceeds to the Company of approx. NOK 81.5 million.
The Private Placement was multiple times oversubscribed and attracted strong demand from high-quality, large institutional investors. The Company is pleased to have broadened its shareholder base with long-term investors supporting its strategy to build the Fjord Defence Group through acquisitions of profitable defence companies with significant further growth potential.
The net proceeds to the Company from the Private Placement will be used (i) to partly fund the Cash Consideration (as defined in the Announcement) in the Acquisition, and (ii) for general corporate purposes.
Pareto Securities AS and Arctic Securities AS acted as Joint Managers and Joint Bookrunners in the Private Placement (the "Managers").
Timeline and settlement
The share capital increase pertaining to the Private Placement has been resolved by the Board pursuant to an authorization to increase the share capital in the Company granted by the Company's extraordinary general meeting held on 18 December 2025 (the "Authorization").
The Private Placement is expected to be settled by the Managers on a delivery-versus-payment ("DVP") basis on or about 26 May 2026 (T+2).
The DVP settlement structure in the Private Placement is facilitated by a share lending agreement (the "Share Lending Agreement") between the Company, the Managers, AS Saturn and Tigerstaden AS. The Offer Shares will thus be tradable on Euronext Oslo Børs immediately after the notification of allocation. The Managers will subsequently settle the Share Lending Agreement with new shares in the Company to be issued by the Board pursuant to the Authorization.
Notice of allocation and payment instructions will be communicated by the Managers to the applicants having been allocated Offer Shares in the Private Placement on or about 21 May 2026 before 09:00 CEST.
Allocations of Offer Shares
Songa Capital AS, controlled by Arne Blystad ("Songa"), the second largest shareholder in the Company owning 6.55% of the shares outstanding, had pre-committed to subscribe for approx. NOK 40 million at the Offer Price in the Private Placement, and was allocated 1,029,900 Offer Shares (approx. NOK 15.5 million).
The following members of the Company's management had pre-committed to subscribe for approx. NOK 1.2 million at the Offer Price in the Private Placement and was allocated Offer Shares as follows:
* Jon Asbjørn Bø (CEO of the Company), through AS Saturn, was allocated 66,445 Offer Shares (approx. NOK 1,000,000); * Kristian Zahl (COO of the Company), through Mack Holding AS, was allocated 6,644 Offer Shares (approx. NOK 100,000); and * Øyvind Mølmann (CFO of the Company), through Finance Interims ToDo AS, was allocated 6,644 Offer Shares (approx. NOK 100,000).
Equal treatment considerations The Private Placement represents a deviation from the shareholders' preferential rights to subscribe for the Offer Shares. The Private Placement has been considered by the Board in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act and the Norwegian Securities Trading Act, cf. recommendation no. 4 of the Norwegian Code of Practice for Corporate Governance. The Board is of the opinion that the Private Placement is in compliance with these requirements.
In its assessment, the Board has inter alia emphasized that the issuance of the Offer Shares is carried out as a private placement to partly fund the Cash Consideration and hence enable the Company to complete the Acquisition. By structuring the fundraising as an equity private placement, the Company is able to raise capital efficiently for the abovementioned purpose at an Offer Price equal to the closing price of the Company's shares as of 20 May 2026, which lies above the volume weighted average price (VWAP) of the Company's shares over the last months. The Board has further taken into consideration that structuring the fundraising as a rights issue directed towards all shareholders would have entailed more costs and taken several months to complete, likely at a significant discount to the trading price. In addition, the Company had received pre-commitments from Songa and members of the Company's management, thereby reducing transaction risk.
On the basis of the above, and an assessment of the current equity markets as advised by the Managers, deal execution risk, and available alternatives, the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement is in the common interest of the Company and its shareholders. For the same reasons, the Board has decided not to carry out any subsequent repair offering.
Issuance of Consideration Shares
In addition to the Offer Shares, the Board has resolved to issue 6,972,823 new shares in the Company at the Offer Price to the seller of Frydenbø Milpro as consideration shares in the Acquisition (the "Consideration Shares"), pursuant to the Authorization. The issuance of the Consideration Shares is conditional upon completion of the Acquisition, and the Consideration Shares may not be delivered to the seller until such completion.
For more information about the Consideration Shares and the Acquisition, please see the Q1 trading update presentation and the Company's other announcements made earlier today, 20 May 2026.
Following registration of the issuance of the Offer Shares and the Consideration Shares, the Company will have a share capital of NOK 639,438,987.60 divided into 76,123,689 shares, each with a nominal value of NOK 8.40.
ADVISERS
Pareto Securities AS and Arctic Securities AS are acting as joint managers and joint bookrunners in connection with the Private Placement. Wikborg Rein Advokatfirma AS is acting as legal adviser to the Company.
CONTACTS
For more information, please contact:
Jon Asbjørn Bø, CEO jab@fjorddefence.com +47 930 86 932
DISCLOSURE
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 MAR article 17 and Section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Kristian Zahl, COO of Fjord Defence Group, at the date and time as set out above.
ABOUT FJORD DEFENCE GROUP ASA
Fjord Defence Group ASA ("DFENS") is a Norwegian "compounder" listed on Euronext Oslo Børs seeking to acquire and develop fast-growing, profitable, and well-run companies in the defence industry. The company has a buy & build strategy, with focus on acquiring established, profitable businesses within the defence, security and related segments. More information on www.fjorddefencegroup.com.
IMPORTANT NOTICE
These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials 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 potential equity raise 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 herein will be made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act.
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 EU Prospectus Regulation, i.e., only to investors who can receive any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. "EU Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).
In the United Kingdom, this communication is only addressed to and is only directed at persons that are "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024, and 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"). These materials are directed only at Relevant Persons and 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 to 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.
This communication contains forward-looking statements concerning future events, including possible issuance of equity securities of the Company. 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. The forward-looking statements in this communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes 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 its control. Actual events may differ significantly from any anticipated development due to a number of factors, including, but not limited to, changes in investment levels and need for the group's services, changes in the general economic, political, and market conditions in the markets in which the group operate, and changes in laws and regulations. Such risks, uncertainties, contingencies, and other important factors include the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this communication by such forward-looking statements. The Company does not make any guarantees that the assumptions underlying the forward-looking statements in this communication are free from errors.
The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review, or revise any statement contained in this communication whether as a result of new information, future developments or otherwise, unless required by laws or regulations.
The Managers are acting exclusively for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any liability arising from the use of this announcement or responsibility 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.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.