Singapore, 28 May 2025, Barramundi Group Ltd. (“the Company”) (EURONEXT: BARRA) – Reference is made to the stock exchange notice dated 5 May 2025 regarding the granting of an extension of the Moratorium Order by the High Court of the Republic of Singapore from 11 May 2025 to 11 July 2025.
The Company is pleased to further announce that an agreement has been reached with the Company’s principal secured creditor, United Overseas Bank Limited (“UOB”), on the main terms of a proposed restructuring of the Company’s debt and equity. The details of the arrangement are set out in a proposed Pre-packaged Scheme of Arrangement (the “Scheme”), the implementation of which is subject to approval of the High Court of Singapore (the “Court”) pursuant to section 71 (1) of the Insolvency, Restructuring and Dissolution Act 2018.
The proposed Scheme has today been distributed to certain creditors of the Company which will be subject to the Scheme, if implemented. Such creditors are thereby requested to deposit their vote for or against the Scheme no later than 4.00pm (Singapore Time), 11 June 2025, as instructed in the Scheme document.
Subject to receiving the requisite amount of positive votes from the creditors in question, the Company will file the Scheme with the Court. Should the Court decide to sanction the Scheme, it will be implemented with binding effect for all parties.
Further details about the Scheme, which also include information about the Company’s business, the circumstances leading up to the restructuring, risk factors and certain other information of relevance to the market, are included in an information document attached to this announcement.
The main terms of the Scheme are as follows:
1) Private Placement of new shares in the Company
A private placement of 135,032,761 new shares in the Company (inclusive of shares to be issued to UOB under the debt equity swap described below) with a subscription price per share of S$0.0289 (corresponding to NOK 0.227 pursuant to an exchange rate S$/NOK of 0.127 as of the date of this announcement), raising total gross proceeds of S$ 3,400,000, will be directed at certain existing shareholders.
The subscription price implies a 77% discount on the trading price of the Company’s shares on Euronext Growth Oslo as per closing on 27 May 2025.
2) Shareholders’ convertible loans
An additional $S800,000 will be raised via convertible shareholders’ loans by each of Mr Andrew Kwan Kok Tiong and Warif Holdings Limited to the Company for S$400,000 each. The term of the loans will be for 1 year, subject to renewal on an annual basis to be agreed (on the one hand) by Mr Andrew Kwan Kok Tiong or Warif Holdings Limited (as the case may be) and (on the other hand) the Company. Interest will accrue on each loan at a rate of 5.3% per annum. Each loan is payable in a single lump sum on the maturity date of such loan (taking into account any extension(s) as may have been agreed).
At any time prior to the full repayment of the loans, each lender may in their sole discretion elect to convert all or any part of their loan into such number of shares in the Company as determined by the conversion price, which shall be the lower of: (a) S$0.0289 and (b) the five days’ moving average of the price per share as of the conversion date, based on the applicable exchange rate for NOK:SGD.
A full conversion of the principal under the loans referred to above will imply the issuing of at least 27,681,660 new shares in the company.
3) Debt restructuring under the Scheme
As per 28 February 2025, the Company’s total liabilities amounted to approximately S$27 million. Upon completion of the Scheme, the majority of these liabilities will be fully and finally paid, compromised and/or settled.
UOB will convert a part of its debt, S$507,581.82, into 17,540,274 new shares in the Company at a conversion price of S$0.0289 (corresponding to NOK 0.227 pursuant to an exchange rate S$/NOK of 0.127 as of the date of this announcement) per share. In addition, UOB will receive S$1 million in cash from the Company as full and final settlement of all amounts owing by the Company to UOB and against the release of all security held by UOB over the Company’s assets.
As a result of the Private Placement and the conversion of debt to shares, implying the issuing of at least in total 162,714,421 new shares in the Company, existing non-participating shareholders will be diluted by 77%. Should the shareholders’ convertible loans also be converted in full into new shares, the total dilutive effect will be at least 80%.
Equal treatment considerations
Upon completion of the Scheme, the Company will consider making a subsequent offering of new shares to the Company’s shareholders other than those who are participating or were invited to participate in the Private Placement, in line with market practice on Euronext Growth Oslo and subject to available exemptions. The subscription price per share in such offering will be the same as in the private placement.
The Board of Directors, together with the Company’s management and professional advisors, has considered various transaction alternatives for the refinancing of the Company. Based on an overall assessment, considering the need for funding, time available to secure financing for further operations and debt repayment, costs and risks related to alternative methods of securing the desired refinancing, the Board has on the basis of careful considerations decided that the solution set out in the Scheme is the alternative that best protects the Company’s, its creditors’ and the shareholders’ joint interests. By structuring the equity raise as a private placement with a subsequent offering, the Company will be able to raise capital in an efficient manner with significantly lower completion risks compared to a rights issue. Thus, the deviation from the shareholders’ pre-emptive rights inherent in a private placement is considered necessary.
Further updates will be provided as the restructuring process progresses.
Advisors
Cameron Lindsay Duncan, care of KordaMentha Pte Ltd, acts as Scheme Manager in connection with the proposed Scheme of Arrangement.
Allen & Gledhill LLP is acting as Singapore legal counsel to the Company. Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the Company.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. This stock exchange release was published by Vanessa Tan, Chief Financial Officer, Barramundi Group Ltd. on the date and time set out in this announcement.
For investor inquiries, please contact:
James Kwan Chief Executive Officer Barramundi Group Telephone: +65 6261 0010 Email: investors@barramundi.com
Vanessa Tan
Chief Financial Officer
Barramundi Group
Telephone: +65 6261 0010
Email: investors@barramundi.com