Barramundi Group

Regulatory Filings • Aug 12, 2021

Barramundi Group Ltd. – Stabilisation and over-allotment notice

Barramundi Group Ltd. – Stabilisation and over-allotment notice

NOT FOR DISTRIBUTION, RELEASE OR REPUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, RELEASE OR REPUBLICATION WOULD BE UNLAWFUL.

Singapore, 12 August 2021

Reference is made to the stock exchange release from Barramundi Group Ltd. (the "Company") on 11 August 2021 regarding completion of a NOK 130,830,000 / SGD 20,025,000 private placement of through the allocation of 8,900,000 shares at a price of NOK 14.70 / SGD 2.25 (the "Subscription Price") per share in the Company (the "Offering") in connection with the admission to trading of the Company's shares on Euronext Growth Oslo.

DNB Markets, a part of DNB Bank ASA (the "Stabilisation Manager") may, on behalf of the Managers (as defined below), engage in stabilisation activities of the shares of the Company (the "Shares") from today to and including 10 September 2021 (the "Stabilisation Period").

As part of the Offering, the Managers have over-allotted 800,000 existing Shares (the "Additional Shares"), which equals approximately 10% of the shares allocated in the Offering, excluding the Additional Shares. In order to permit delivery in respect of over-allotments made, the Stabilisation Manager, on behalf of the Managers, has borrowed a number of shares equal to the number of Additional Shares from Barramundi Asia Holdings Pte. Ltd. (the "Share Lender"). Further, the Company has granted the Stabilisation Manager, on behalf of the Managers, an option to subscribe, at the Subscription Price, a number of shares equal to up to the number of Additional Shares to cover short positions resulting from the sale of Additional Shares in the Offering (the "Greenshoe Option"). The Greenshoe Option may be exercised at any time and from time to time, in whole or in part, during the Stabilisation Period. The Stabilisation Manager can use the Greenshoe Option to close out short positions resulting from over-allotments made as part of the Offering.

The Stabilisation Manager may effect transactions with a view to support the market price of the Shares at a level higher than what might otherwise prevail, by buying Shares in the open market at prices equal to or lower than (but not above) the Subscription Price. There is no obligation on the Stabilisation Manager to conduct stabilisation activities, and there is no assurance that stabilisation activities will be undertaken. Such stabilising activities, if commenced, may be discontinued at any time, and will be brought to an end upon or before the expiry of the Stabilisation Period. Stabilisation may result in a price of the shares that is higher than might otherwise prevail, and the price may reach a level that cannot be maintained on a permanent basis.

Within one week after the expiry of the Stabilisation Period, the Stabilisation Manager will publish information as to whether or not price stabilisation activities were undertaken. If stabilisation activities were undertaken, the statement will also include information about: (i) the total amount of Shares sold and purchased; (ii) the dates on which the Stabilisation Period began and ended; (iii) the price range between which stabilisation was carried out, as well as the highest, lowest and average price paid during the Stabilisation Period; and (iv) the date at which stabilisation activities last occurred.

Any stabilisation activities will be conducted based on the principles set out in article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated Regulation (EU) 2016/1052 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures.

Any net profits from such stabilisation activities conducted by the Stabilisation Manager, if undertaken, will be to the benefit of the Share Lender.

DNB Markets, a part of DNB Bank ASA, acted as Global Coordinator and Joint Bookrunner while Pareto Securities AS acted as Joint Bookrunner in the Offering (DNB Markets and Pareto Securities referred to as the "Managers"). Wikborg Rein Advokatfirma AS is acting as Norwegian legal advisor to the Company, while TSMP Law Corporation is acting as Singapore legal advisor to the Company. Advokatfirmaet BAHR AS is acting as Norwegian legal counsel to the Joint Bookrunners.