Share Issue/Capital Change • Dec 18, 2025
Share Issue/Capital Change
Open in ViewerOpens in native device viewer
Fjord Defence Group ASA – Extraordinary general meeting held
Oslo, 18 December 2025
Reference is made to the stock exchange announcement made by Fjord Defence Group ASA (the "Company") on 27 November 2025 regarding the notice of an extraordinary general meeting in the Company in connection with the contemplated acquisition of 100% of the shares in Scanfiber Composites A/S (the "Acquisition"), the successful placement and conditional allocation of 13,333,333 new shares (the "Offer Shares") raising gross proceeds to the Company of approx. NOK 160 million (the "Private Placement"), and a potential subsequent repair offering of up to 2,083,333 new shares in the Company (the "Subsequent Offering").
The extraordinary general meeting was held today, 18 December 2025. As follows from the attached minutes, all matters were resolved as proposed by the board of directors, including (i) the share capital increase pertaining to the issuance of the Offer Shares in connection with the Private Placement (ii) the board authorisation to increase the share capital by issuance of consideration shares in the Acquisition and in potential future acquisitions, (iii) the board authorisation to increase the Company's share capital in the potential Subsequent Offering, and (iv) the approval of revised guidelines for determination of salaries and other remuneration to executive personnel.
The Offer Share are tradeable on Euronext Oslo Børs as of today, 18 December 2025. Settlement of the Offer Shares allocated to investors in the Private Placement is expected to take place on or about 22 December 2025 on a delivery-versus-payment (DVP) basis, facilitated by a share lending agreement between the Company, the managers in the Private Placement and certain large existing shareholders in the Company (the "Share Lending Agreement"), by delivery of already existing shares in the Company admitted to trading on Euronext Oslo Børs. The share lenders will receive the 13,333,333 new shares to be issued in accordance with the resolution by the extraordinary general meeting as settlement pursuant to the Share Lending Agreement, of which 8,289,648 shares are expected to be admitted to trading on Euronext Oslo Børs on or about 22 December 2025. The remaining 5,043,685 shares will be issued on a separate temporary ISIN, and will be admitted to trading on Euronext Oslo Børs following the approval by the Financial Supervisory Authority of Norway and publication of a prospectus, expected in January 2026. The same applies to the consideration shares in the Acquisition, if issued prior to the approval of such prospectus.
For more information about the Acquisition and the Private Placement, please refer to the Company's stock exchange announcements of 26 and 27 November 2025.
Following registration of the share capital increase pertaining to the Private Placement (but prior to the issuance of any consideration shares), the Company will have a share capital of NOK 460,165,255.20, divided into 54,781,578 Shares, each with a par value of NOK 8.40.
For further information, please contact:
Jon Asbjørn Bø, CEO
+47 930 86 932
About Fjord Defence Group ASA
Fjord Defence Group ASA ("DFENS") is a Norwegian "compounder" listed on Euronext Oslo Børs seeking to acquire and develop fast-growing, profitable, and well-run companies in the defence industry. The company has a buy & build strategy, with focus on acquiring established, profitable businesses within the defence, security and related segments. More information on www.fjorddefencegroup.com.
* * *
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and Oslo Rule Book II, Issuer Rules.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.