NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, 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.
Reference is made to the stock exchange announcements published by Barramundi Group Ltd. (the “Company”) on 15 August 2025 and 2 September 2025 regarding the EGM notice and minutes to the EGM
The Company has, on 15 September 2025, completed the signing of the Share Subscription Agreement (“SSA”) with certain existing shareholders of the Company and United Overseas Bank Limited (“UOB”) (collectively the “Subscribers”).
In relation to the aforementioned private placement, the Company intends to allot and issue up to 135,032,761 ordinary shares (inclusive of shares to be
issued to UOB under the debt equity swap) in the capital of the Company (“Ordinary Shares”), with gross proceeds of up to SGD 3.4 million.
As set out in the Scheme Document, a subsequent offering with similar terms may be offered to the shareholders of the Company (other than the Subscribers) to comply with the applicable listing rules of the Euronext Growth Oslo Exchange, in line with market practice and subject to available exemptions (such subsequent offering, the “Subsequent Offering”). In connection therewith, the Company has, on 5 September 2025, offered to the Eligible Remaining Shareholders the right to subscribe for a proportionate number of new Shares out of a total of 45,476,503 new Shares, at a price of SGD 0.0289 (equivalent to approximately NOK 0.231) per Share, rounded down to the nearest whole share. Please refer to the stock exchange announcements published by the Company on 5 September 2025 for terms of the Subsequent Offering.
The right to subscribe for Shares pursuant to the Subsequent Offering is non-transferable. It is the intention that the Shares subscribed under the Subsequent Offering will as nearly as possible reduce in accordance with the terms of this Agreement certain Subscribers’ portions of the Subscription Shares pro rata, keeping the total Ordinary Shares issued to 135,032,761 ordinary shares.
The following conditional allocations have been made to primary insiders in the Private Placement, subject to adjustments arising from the Subsequent Offering and completion of the SSA:
- Andrew Kwan Kok Tiong, Board Member of the Company, has subscribed for and been allocated 41,340,224shares in the Private Placement of the Company at a subscription price of SGD 0.0289 per share. Following this transaction, he holds a total of 45,768,045 shares in the Company, corresponding to approximately 26% of the outstanding shares and votes.
- Warif Holdings Limited, a close associate of Khairuddin Abd Hamid, Board Member of the Company, has subscribed for and been allocated 41,340,224 shares in the Private Placement of the Company at a subscription price of SGD 0.0289 per share. Following this transaction, they hold a total of 45,709,892 shares in the Company, corresponding to approximately 26% of the outstanding shares and votes.
DISCLOSURE REQUIREMENTS
This information is subject to the disclosure requirements in Regulation (EU) No 596/2014 (MAR) article 19 and section 5-12 of the Norwegian Securities Trading Act.
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