Bakkafrost P/f

Prospectus • Nov 20, 2019

Bakkafrost - Approved Prospectus and Subsequent Offering

Bakkafrost - Approved Prospectus and Subsequent Offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, WHETHER IN WHOLE OR IN PART,

DIRECTLY OR INDIRECTLY, IN OR INTO Australia, Canada, Hong Kong, Japan, the

United States, Switzerland 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.

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Approval Prospectus

The Financial Supervisory Authority of Norway has today, on 20 November 2019,

approved a prospectus dated 20 November 2019 (the "Prospectus"), which has been

prepared in connection with P/F Bakkafrost's (the "Company") earlier announced

offering and listing of up to 1,000,000 new shares in a Subsequent Offering (as

described below).

The Prospectus will prior to the commencement of the subscription period be

available at the websites of the Company, and on "www.nordea.no/Bakkafrost" and

"www.dnb.no/emisjoner", subject to regulatory restrictions in certain

jurisdictions.

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Subsequent Offering

Reference is made to the previous announcements by the Company relating to the

contemplated subsequent offering of up to 1,000,000 new shares (the "Offer

Shares") (the "Subsequent Offering") aimed at raising gross proceeds of up to

NOK 500,000,000.

The subscription period for the Subsequent Offering will commence on 21 November

2019 at 9:00 (CET) and expire at 16:30 (CET) on 5 December 2019 (the

"Subscription Period").

The Company will issue subscription rights to all registered shareholders as of

the end of trading on 26 September 2019 as registered in the VPS as of 30

September 2019 (the "Record Date"), who did not subscribe for shares in the

private placement announced completed on 26 September 2019 (the "Private

Placement") and who are not resident in a jurisdiction where the Subsequent

Offering would be unlawful, or would (in jurisdictions other than Norway)

require any prospectus filing, registration or similar action (the "Eligible

Shareholders").

Eligible Shareholders will be granted non-tradable subscription rights based on

their registered shareholding as of the Record Date which provides a right to

subscribe and be allocated Offer Shares in the Subsequent Offering (the

"Subscription Rights"). Eligible Shareholders will be granted 0.0285

Subscription Rights for each of the shares held. Subscription Rights granted

will be rounded down to 0 or down to the nearest whole number. Each Subscription

Right grants the owner the right to subscribe for and be allocated one (1) Offer

Share. The Subscription Rights will be distributed free of charge, and the

recipient of Subscription Rights will not be debited any cost. The Subscription

Rights will be registered in the VPS under ISIN FO0000000195 and will be

distributed to each Eligible Shareholders' VPS on or about 21 November 2019.

Over-subscription (i.e. subscription of Offer Shares in excess of allocated

Subscription Rights) is allowed for Eligible Shareholders. Offer Shares

available for over-subscriptions will only be: (i) those resulting from the

rounding down of Subscription Rights; and (ii) those Subscription Rights

allocated to shareholders who are not Eligible Shareholders, or those who have

failed to verify that they are Eligible Shareholders in accordance with the

procedures set out in Section 5.3.3 of the Prospectus (as a consequence of

having their shares recorded in the name of custodians and/or nominees). No

Eligible Shareholder can be allotted a total number of Offer Shares exceeding

14.5% of its number of shares recorded in VPS as per the Record Date.

Subscription without Subscription Rights is not allowed. The final size,

allocation and issuance of the Offer Shares will be subject to approval by the

board following expiry of the Subscription Period. The Subscription Rights will

not be tradable. Upon expiry of the Subscription Period, the Subscription Rights

will expire and have no value.

Eligible Shareholders holding shares through a financial intermediary will

customarily receive information of the Subsequent Offering and the Subscription

Rights to which it will be entitled in accordance with its usual customer

relations procedure. Eligible Shareholders holding their interests through a

financial intermediary should contact the financial intermediary in order to

receive information with respect to the Subsequent Offering if this is not

timely received.

The Offer Shares will be listed on Oslo Børs, with ticker BAKKA as soon as the

share capital increase pertaining to the Subsequent Offering has been registered

and the Offer Shares have been registered in the VPS under ISIN FO0000000179.

The Company expects that this will take place on or about 13 December 2019.

DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, acts

as Managers and Joint Bookrunners for the Subsequent Offering.

Further information, including the complete terms and conditions for the

Subsequent Offering, is set out in the Prospectus, dated 20 November 2019. The

Prospectus is, subject to regulatory restrictions in certain jurisdictions,

available through the websites of the Company, and on www.nordea.no/Bakkafrost

and www.dnb.no/emisjoner.

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This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

For further information, or for printed copies of the prospectus, please

contact:

Regin Jacobsen, CEO of P/F Bakkafrost: +298 235001 (mobile)

Høgni Dahl Jakobsen, CFO of P/F Bakkafrost: +298 235060 (mobile)

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Important information: The release is not for publication or distribution, in

whole or in part, directly or indirectly, in or into Australia, Canada, Hong

Kong, Japan, Switzerland, and the United States, (including its territories and

possessions, any state of the United States and the District of Columbia). This

release is issued for information purposes only, and does not constitute or form

part of any offer or solicitation to purchase or subscribe for securities, in

the United States or in any other jurisdiction. The securities mentioned herein

have not been, and will not be, registered under the U.S. Securities Act of

1933, as amended (the "US Securities Act"). The securities may not be offered or

sold in the United States except pursuant to an exemption from the registration

requirements of the US Securities Act. The Company 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. Copies of this

announcement are not being made and may not be distributed or sent into

Australia, Canada, Hong Kong, Japan, Switzerland or the United States. The issue

or exercise of subscription rights, and the subscription, purchase or sale of

shares in the Company are subject to specific legal or regulatory restrictions

in certain jurisdictions. Neither the Company nor the Managers assumes any

responsibility in the event there is a violation by any person of such

restrictions. The distribution of this release may, in certain jurisdictions, be

restricted by law. Persons into whose possession this release comes should

inform themselves about and observe any such restrictions. Any failure to comply

with these restrictions may constitute a violation of the securities laws of any

such jurisdiction. The Managers are acting for the Company and no one else in

connection with the Subsequent Offering and will not be responsible to anyone

other than the Company providing the protections afforded to their respective

clients or for providing advice in relation to the Subsequent Offering and/or

any other matter referred to in this release.