Fjord Defence Group ASA - Final results of subsequent offering
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY ORINDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THEHONGKONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN,OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASEWOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OFTHESECURITIES DESCRIBED HEREIN.
Oslo, 8 October 2025
Reference is made to the stock exchange announcement made by Fjord DefenceGroupASA (the "Company") earlier today, 8 October 2025, regarding the last day ofthesubscription period in the subsequent offering of up to 1,041,666 new sharesinthe Company, each with a par value of NOK 8.40 ("Offer Shares"), at asubscription price of NOK 9.60 per Offer Share (the "Subsequent Offering"), aswell as the Company's prospectus dated 23 September 2025 (the "Prospectus").
The subscription period in the Subsequent Offering expired today, 8 October2025, at 16:30 CEST. The final results show that the Company has receivedvalidsubscriptions for a total of 1,041,666 Offer Shares from 171 subscribers.
Pursuant to the authorisation granted by the Company's extraordinary generalmeeting on 20 June 2025 (as adjusted in relation to the reverse share splitresolved by the extraordinary general meeting on 22 September 2025), the boardof directors of the Company has today resolved to allocate and issue a totalof1,041,666 Offer Shares, thereby increasing the Company's share capital by NOK8,749,994.40, in accordance with the allocation principles set out in theProspectus. The Company will consequently raise NOK 9,999,993.60 in grossproceeds through the Subsequent Offering.
Notifications of allocated Offer Shares and the corresponding subscriptionamount to be paid by each subscriber are expected to be distributed and madeavailable on 9 October 2025. Subscribers having access to investor servicesthrough their account manager with Euronext Securities Oslo ("VPS") will beableto check the number of Offer Shares allocated to them from 12:00 CEST on 9October 2025. Subscribers who do not have access to investor services throughtheir VPS account manager may contact the Manager (as defined below) from12:00CEST on 9 October 2025 for information about the number of Offer Sharesallocated to them.
The subscription amount for payment by the subscribers for allocated OfferShares falls due on 13 October 2025 in accordance with the payment proceduresset out in the Prospectus.
The Offer Shares may not be transferred or traded until they are fully paidandthe share capital increase pertaining to the Subsequent Offering has beenregistered with the Norwegian Register of Business Enterprises (the "NRBE").TheCompany will publish a stock exchange announcement once such share capitalincrease has been registered. Subject to timely payment for the Offer Sharesallocated in the Subsequent Offering and registration of the share capitalincrease, the Offer Shares are expected to be delivered on or about 15 October2025 and commence trading on Euronext Expand on or about the same day.
Following registration of the share capital increase with the NRBE, theCompany's share capital will be NOK 348,165, 258, divided into 41,448,245shares, each with a par value of NOK 8.40.
Advisors
SB1 Markets AS is acting as manager in the Subsequent Offering (the"Manager").Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company inconnection with the Subsequent Offering.
For further information, please contact:Jon Asbjørn Bø, CEOjab@fjorddefence.com +47 930 86 932
About Fjord Defence Group ASA
Fjord Defence Group ASA, "DFENS" is a Norwegian "compounder" listed onEuronextExpand seeking to acquire and develop fast-growing, profitable, and well-runcompanies in the defence industry. The company has a buy & build strategy,withfocus on acquiring established, profitable businesses within the defence,security and related segments. More information on www.fjorddefencegroup.com.
This information is subject to the disclosure requirements pursuant to section5-12 of the Norwegian Securities Trading Act and Oslo Rulebook II, IssuerRules.
IMPORTANT NOTICE
The information contained in this announcement is for background purposes onlyand does not purport to be full or complete. No reliance may be placed for anypurpose on the information contained in this announcement or its accuracy,fairness or completeness. Neither the Manager, nor or any of its affiliates orany of their respective directors, officers, employees, advisors or agentsaccepts any responsibility or liability whatsoever for, or makes anyrepresentation or warranty, express or implied, as to the truth, accuracy orcompleteness of the information in this announcement (or whether anyinformationhas been omitted from the announcement) or any other information relating totheCompany, its subsidiaries or associated companies, whether written, oral or inavisual or electronic form, and howsoever transmitted or made available, or forany loss howsoever arising from any use of this announcement or its contentsorotherwise arising in connection therewith. This announcement has been preparedby and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is forpublication, distribution or release, in whole or in part, directly orindirectly, in or into or from Australia, Canada, Japan, Hong Kong, SouthAfricaor the United States (including its territories and possessions, any State ofthe United States and the District of Columbia) or any other jurisdictionwhereto do so would constitute a violation of the relevant laws of suchjurisdiction.The publication, distribution or release of this announcement may berestrictedby law in certain jurisdictions. Persons into whose possession any document orother information referred to herein should inform themselves about andobserveany such restriction. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States.The securities referred to in this announcement have not been and will not beregistered under the U.S. Securities Act, and may not be offered or sold intheUnited States absent registration with the U.S. Securities and ExchangeCommission or an exemption from, or in a transaction not subject to, theregistration requirements of the U.S. Securities Act and in accordance withapplicable U.S. state securities laws. The Company does not intend to registerany securities referred to herein in the United States or to conduct a publicoffering of securities in the United States.
This announcement is an advertisement and is not a prospectus for the purposesof Regulation (EU) 2017/1129 of the European Parliament and of the Council of14June 2017 (the "EU Prospectus Regulation") (together with any applicableimplementing measures in any Member State).
Any offering of the securities referred to herein will be made by means of aProspectus which will be prepared and which is subject to the approval by theFinancial Supervisory Authority of Norway. Investors in the SubsequentOfferingshould not subscribe for any securities referred to in this announcementexcepton the basis of information contained in the Prospectus. Copies of theProspectus will, following publication, be available on the Company'sregisteredoffice and, subject to certain exceptions, on the Manager's website.
In any EEA Member State other than Norway, this communication is onlyaddressedto and is only directed at qualified investors in that Member State within themeaning of the EU Prospectus Regulation, i.e. only to investors who canreceivethe offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed atpersonsin the United Kingdom that are "qualified investors" within the meaning of theEU Prospectus Regulation as it forms part of English law by virtue of theEuropean Union (Withdrawal) Act 2018 and that are (i) investment professionalsfalling within Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005, as amended (the "Order") or (ii) high networth entities, and other persons to whom this announcement may lawfully becommunicated, falling within Article 49(2)(a) to (d) of the Order (all suchpersons together being referred to as "relevant persons"). This communicationmust not be acted on or relied on by persons who are not relevant persons. Anyinvestment or investment activity to which this communication relates isavailable only to relevant persons and will be engaged in only with relevantpersons. Persons distributing this communication must satisfy themselves thatitis lawful to do so.
The Manager and its affiliates are acting exclusively for the Company andno-oneelse in connection with the transactions described in this announcement. Theywill not regard any other person as their respective clients in relation tothetransactions described in this announcement and will not be responsible toanyone other than the Company, for providing the protections afforded to theirrespective clients, nor for providing advice in relation to the transactionsdescribed herein, the contents of this announcement or any transaction,arrangement or other matter referred to herein.
In connection with the transactions described in this announcement, theManagerand any of its affiliates, acting as investors for their own accounts, maysubscribe for or purchase securities and in that capacity may retain,purchase,sell, offer to sell or otherwise deal for their own accounts in suchsecuritiesof the Company or related investments in connection with the transactionsdescribed herein or otherwise. Accordingly, references in the Prospectus tothesecurities being issued, offered, subscribed, acquired, placed or otherwisedealt in should be read as including any issue or offer to, or subscription,acquisition, placing or dealing by, the Manager and any of its affiliatesactingas investors for their own accounts. The Manager does not intend to disclosetheextent of any such investment or transactions otherwise than in accordancewithany legal or regulatory obligation to do so.
Certain figures contained in this announcement, including financialinformation,have been subject to rounding adjustments. Accordingly, in certain instances,the sum or percentage change of the numbers contained in this announcement maynot conform exactly with the figure given.
Matters discussed in this announcement may constitute forward-lookingstatements. Forward-looking statements are statements that are not historicalfacts and may be identified by words such as "believe", "aim", "expect","anticipate", "intend", "estimate", "will", "may", "continue", "should" andsimilar expressions. The forward-looking statements in this release are basedupon various assumptions, many of which are based, in turn, upon furtherassumptions. Although the Company believes that these assumptions werereasonable when made, these assumptions are inherently subject to significantknown and unknown risks, uncertainties, contingencies, and other importantfactors which are difficult or impossible to predict and are beyond itscontrol.Such risks, uncertainties, contingencies, and other important factors includethe possibility that the Company will determine not to, or be unable to, issueany securities, and could cause actual events to differ materially from theexpectations expressed or implied in this release by such forward-lookingstatements. Forward-looking statements speak only as of the date they are madeand cannot be relied upon as a guide to future performance. The Company, theManager and their respective affiliates expressly disclaim any obligation orundertaking to update, review or revise any forward-looking statementcontainedin this announcement whether as a result of new information, futuredevelopmentsor otherwise. The information, opinions and forward-looking statementscontainedin this announcement speak only as at its date and are subject to changewithoutnotice.
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