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Andfjord Salmon Group AS ("Andfjord Salmon" or the "Company") today announces that it has entered into a strategic post-smolt partnership with Eidsfjord Sjøfarm. The partnership includes substantial deliveries of post-smolt from Andfjord Salmon to Eidsfjord Sjøfarm in 2026 and 2027. It also secures Andfjord Salmon smolt sourcing and a processing agreement with Holmøy Havbruk that secures harvest capacity when required. As part of the strategic partnership, Eidsfjord Sjøfarm has committed to invest NOK 100 million in Andfjord Salmon through a private placement of new shares.
The Company has engaged Arctic Securities AS, DNB Carnegie, a part of DNB Bank ASA, Nordea Bank Abp, filial i Norge and SB1 Markets AS (the "Managers") to act as Joint Global Coordinators and Joint Bookrunners in connection with a private placement (the "Private Placement") of new shares in the Company (the "Offer Shares") to raise gross proceeds of minimum NOK 300 million. The subscription price per Offer Share will be NOK 27.50 per share (the "Offer Price").
The net proceeds from the Private Placement will be used for advancement of the Company’s construction at Kvalnes to reach production capacity of 17,000 tons (HOG + post-smolt) and for general corporate purposes.
BUSINESS UPDATE
An updated company presentation is made available at the Company's website: https://www.andfjordsalmon.com/en/our-investors/reports-and-presentations/.
Selected highlights are set out below:
Excellent biological performance and operation metrics ahead of plan:
The Company reports strong biological and operational performance in pools K0 and K1, with 1.1 million smolt having been released since September 2025, high survival rates and growth ahead of plan. The Company targets harvest in Q3 2026, earlier than previously communicated, and expects to reach 11,000 tons (HOG + post-smolt) in Q2/Q3 2026.
Strengthened partnership with Eidsfjord Sjøfarm (Holmøy Havbruk):
Eidsfjord Sjøfarm has pre-committed to subscribe for Offer Shares equal to an amount of NOK 100 million, reinforcing their long-term strategic partnership and operational alignment with Andfjord Salmon. The parties have signed agreements for post-smolt deliveries through H1 2027, including deliveries totaling around 1 million post-smolt already in 2026, and a processing agreement with Holmøy Havbruk securing the Company’s harvest capacity, revenue visibility and execution certainty.
“We are pleased to enter into this strategic partnership. It allows up to capitalize on our pool capacity, which both shortens runway to revenue and improves our cash flow. Moreover, the partnership reduces operational risk through gaining access to smolt and processing capacity, while Eidsfjord Sjøfarm benefits from releasing a more robust fish into their ocean net pens. It’s a win-win cooperation,” says Martin Rasmussen, CEO of Andfjord Salmon.
Revised construction budget addressed by strong investor support and potential for new bank package:
The construction budget related to the current build-out phase has been revised upward by approximately NOK 330 million, of which around NOK 155 million relates to remedial work to be disputed to the previous contractor. The revised budget also includes investments in upgrading sludge treatment, feeding lines and logistics system to enable efficiency and capacity gains. The revised budget is supported by NOK 300 million in pre-committed equity from certain existing shareholders and investors, including Eidsfjord Sjøfarm and Jerónimo Martins, and an indicative term sheet received from the Company’s existing lending syndicate as well as a term sheet from a leading Nordic bank for a NOK 200 million increase of the Company’s bank facilities to NOK 1.5 billion, providing further financial flexibility.
PRODUCTION STATUS
Status Pool K0 (all numbers per end of week 16 2026)
- Survival rate: 99.32%
- Average weight: 1,812 grams
- Feed conversion ratio (FCR): 1.03 kilos of feed to produce one kilo of salmon
- Standing biomass in pool: 631 tonnes live salmon.
Status Pool K1 (all numbers per end of week 16 2026)
- Survival rate: 99.39%
- Average weight: 911 grams
- Feed conversion ratio (FCR): 0.92 kilos of feed to produce one kilo of salmon
- Standing biomass in pool: 681 tonnes live salmon.
DETAILS ABOUT THE PRIVATE PLACEMENT
The Company has received pre-commitments for Offer Shares at the Offer Price for an amount equal to NOK 300 million from certain existing shareholders and investors, which include i.a.:
- Jerónimo Martins Agro-Alimentar S.A. (holding approx. 40% of the outstanding shares in the Company and represented on the Board by Antonio Serrano (board member)), who has pre-committed to subscribe for Offer Shares on a pro rata basis to its existing shareholding in the Company, equal to approx. NOK 120 million based on an offer size of NOK 300 million;
- Eidsfjord Sjøfarm AS (holding approx. 3% of the outstanding shares in the Company and represented on the Board by Knut R. Holmøy (board member)), who has pre-committed to subscribe for Offer Shares for an amount equal to NOK 100 million; and
- Jan Heggelund and Ristora AS who have each pre-committed to subscribe for Offer Shares for an amount equal to NOK 20 million.
The Private Placement will be directed towards Norwegian and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and registration requirements, and subject to other applicable selling restrictions. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act, Regulation (EU) 2017/1129 and ancillary regulations, are available.
The application period for the Private Placement commences today, on 20 April 2026 at 16:30 hours (CEST) and closes on 21 April 2026 at 08:00 hours (CEST) (the “Application Period”). The Application Period may, at the sole discretion of the Company, in consultation with the Managers, be shortened or extended and may be cancelled at any time. If the Application Period is extended or shortened, the other dates referred to herein might be changed accordingly.
The allocation will be determined after the Application Period and allocation will be made at the Board's sole discretion in consultation with the Managers, based on criteria such as (but not limited to) existing ownership in the Company, pre-commitments, price leadership, timeliness of order, relative order size, perceived investor quality, sector knowledge and investment horizon. The Board reserves the right, at its sole discretion, to reject and/or reduce any orders. There is no guarantee that any potential investor will be allocated Offer Shares.
Notification of allocation is expected to be issued by the Managers to the applicants on or about 21 April 2026 at 08:00 hours (CEST).
The Private Placement is expected to be completed by the issuance of new shares pursuant to an authorization to issue new shares granted to the Board by the Company’s extraordinary general meeting on 30 December 2025 (the “Board Authorization”). If the Board, in its sole discretion, resolves to allocate a number of Offer Shares in excess of the remaining number of Offer Shares that may be issued pursuant to the Board Authorization, the completion and settlement of the Private Placement will be divided into two tranches. Any such second tranche Offer Shares will be allocated to the pre-committing investors and be subject to the necessary corporate resolutions being made pertaining to such share issue.
Settlement of the Private Placement is expected to take place on a delivery-versus-payment basis on or about 23 April 2026 by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Growth Oslo to be borrowed from Jerónimo Martins Agro-Alimentar S.A. (the "Share Lender"), pursuant to a share lending agreement to be entered into between the Company, the Managers and the Share Lender (the "Share Lending Agreement").
The Managers will settle the Share Lending Agreement with new shares in the Company to be resolved issued by the Board pursuant to the Board Authorization.
Completion of the Private Placement is subject to (i) the Board resolving to consummate the Private Placement and allocate the Offer Shares, (ii) a resolution by the Board to issue the Offer Shares pursuant to the Board Authorization (and, in respect of any second tranche, all necessary corporate resolutions pertaining to the issuance of Offer Shares in a second tranche being validly made), and (iii) the Share Lending Agreement being in full force and effect.
LOCK-UPS
Members of management and key employees will agree with the Managers to a lock-up for a period of 12 months from the settlement date for the Private Placement, subject to customary exceptions. The Company and members of the Board will agree with the Managers to a lock-up for a period of six months from the settlement date for the Private Placement, subject to customary exceptions.
EQUAL TREATMENT CONSIDERATIONS
The contemplated Private Placement involves that the shareholders' preferential rights to subscribe for and be allocated the Offer Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, and the Board is of the opinion that it is in compliance with these principles. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement. A private placement allows the Company to utilize current market conditions and reduces execution and completion risk as it enables the Company to raise equity efficiently and in a timely manner at a lower cost and with significantly reduced completion risk compared to a rights issue. Further, the Subsequent Offering (as defined below), if implemented, will secure that eligible shareholders will receive the opportunity to subscribe for new shares at the Offer Price in the Private Placement. On this basis, the Board has considered the proposed transaction structure to be in the common interest of the Company and its shareholders.
POTENTIAL SUBSEQUENT OFFERING
The Company may, subject to completion of the Private Placement and certain other conditions, consider to carry out a subsequent repair offering of new shares (the "Subsequent Offering") at the Offer Price in the Private Placement, which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 20 April 2026 (as registered in VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar.
ADVISORS
Schjødt is acting as legal advisor to the Company in connection with the Private Placement. AGP is acting as legal advisor to the Managers in connection with the Private Placement.
Disclosure regulation
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 the Norwegian Securities Trading Act. This stock exchange announcement was published by Bjarne Martinsen, CFO of the Company, at the date and time set out herein, on behalf of the Company.
Contacts
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Bjarne Martinsen, CFO, Andfjord Salmon Group AS, +47 975 08 345, bjarne.martinsen@andfjord.no
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Media: Martin Rasmussen, CEO, Andfjord Salmon Group AS, +47 975 08 665, martin@andfjord.no
About Andfjord Salmon
Located at Andøya on the Arctic Archipelago of Vesterålen, Norway, Andfjord Salmon is developing the world's most sustainable and fish-friendly aquaculture facility of its kind. Through a proprietary flow-through system, Andfjord Salmon combines the best from ocean and land-based salmon farming. In its first production cycle, the company achieved an industry-leading survival rate of 97.5 percent, feed conversion ratio of 1.05, superior share of 91.1 percent, and required 1 kWh to produce one kilo of salmon. For more information, see www.andfjordsalmon.com - http://www.andfjordsalmon.com.
IMPORTANT INFORMATION
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement 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 "U.S. 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 U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering 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 in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act and “major U.S. institutional investors” as defined in Rule 15a-6 under the United States Exchange Act of 1934.
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 the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at persons who are “qualified investors”, as defined in paragraph 15 of Schedule 1 to the Public Offers and Admission to Trading Regulations 2024, and who are: (i) persons having professional experience in matters relating to investments falling within Article19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”): or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom it otherwise lawfully be communicated (all such persons being “Relevant Persons”). Securities issued by the Company are only available to, and any invitation, offer or agreement to purchase securities will be engaged in only with, 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.
Matters discussed in this announcement may constitute forward-looking statements. 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 release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe 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. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
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 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.
Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. 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.
