COD – FINAL RESULT IN THE REPAIR OFFERING
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Reference is made to the stock exchange notices dated 22 March 2012 regarding the subsequent repair offering of up to 15,000,000 new shares in Codfarmers ASA (“Codfarmers”) at a subscription price of NOK 2.00 per share and 11 April 2012 regarding the preliminary result of the repair offering.
The final allocation of the shares offered in the repair offering in Codfarmers has taken place today in accordance with the allocation criteria set out in the prospectus dated 21 March 2012. In total, 9,358,976 new shares have been allocated. Pursuant to the resolution on the repair offering passed by the general meeting in Codfarmers on 8 March 2012, Kontrari AS’ participation in the repair offering was limited so that Kontrari AS’ ownership share in Codfarmers following the repair offering does not exceed 33.3%.
Notifications of allocated new shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed today. Payment for the allocated new shares falls due on 18 April 2012.
The new shares may not be transferred or traded before they are fully paid and the share capital increase pertaining to the repair offering has been registered with the Norwegian Register of Business Enterprises. It is expected that this will take place on or about 24 April 2012, immediately following which the new shares will be transferred to the VPS accounts of the subscribers and listed on Oslo Børs.
Following registration of the share capital increase with the Norwegian Register of Business Enterprises, Codfarmers’ share capital will be NOK 67,105,136, divided into 67,105,136 shares, each with a nominal value of NOK 1.
For further information, please contact:
Marianne E. Johnsen, Chair of Codfarmers, telephone +47 93 66 30 00
Harald Dahl, CEO of Codfarmers, telephone +47 90 11 92 82
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This announcement is not an offer for sale of securities in the United States. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. Codfarmers does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Any offering of securities will be made by means of a prospectus that may be obtained from Codfarmers and that will contain detailed information about the company and management, as well as financial statements. Copies of this announcement are not being made and may not be distributed or sent into the United States.
This communication is directed only at persons who (i) are outside of the United Kingdom or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc”) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (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 activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.