• Subscriptions shall be registered electronically via a subscription system found on the order website.
• The Subscription Period will begin at 10:00 GMT on 23 November 2023 and end at 14:00 GMT on 1 December 2023.
• The Offering consists of 118,923,851 Offer Shares in Ísfélag hf. (“Ísfélag”), amounting to 14.53% of total share capital.
• The Offering will be split into two Order Books, Order Book A for subscriptions from ISK 100 thousand to ISK 20 million and Order Book B for subscriptions over ISK 20 million.
• Order Book A will comprise of 23.784.770 shares (20% of the total offering) and Order Book B will comprise of 95.139.081 shares (80% of the total offering). The Sellers reserve the right to alter the ratio of Offer Shares allocated between Order Book A and Order Book B.
• The Offer Price is ISK 135 per share in Order Book A and in Order Book B the Offer Price should be equal to or higher than the minimum Offer Price of ISK 135 per share.
• Íslandsbanki, Arion Bank and Landsbankinn are the Managers of the Offering.
• The result of the Offering is expected to be announced no later than at 9:30 GMT on 4 December 2023.
• The Sellers have unilateral authority to determine the allocation of Offer Shares.
• The final due date for the purchase price is on 6 December 2023.
• The delivery date of the shares is expected to be on 8 December 2023.
• The first day of trading on the Regulated Market of Nasdaq Iceland is expected to be on 8 December 2023.
• Establish a custody account here.
• Legal entities who intend to participate in the Offering are required to have a valid Legal Entity Identifier (“LEI”)
• The subscription website is accessible through this website during the subscription period.

Further information on the offering

Investors are entitled to change an order which they have confirmed and delivered on the order form in the offering during the subscription period, by submitting an additional order or cancelling an order already submitted. All orders that have not been cancelled during the subscription period are binding for the respective investor at the end of the Subscription period. The Sellers reserve the right to collect all subscriptions in accordance with law. If an investor does not complete payment by the due date, the Sellers reserve the right to distribute the shares to other subscriber(s) without further notice or warning.

The Sellers and the Managers of the offering reserve the right to request proof of funds or demand confirmation of investors’ ability to pay and/or provide collateral for payment from investors. If the subscriber does not comply, the Sellers reserve the right to reject and invalidate the subscription of the investor, in whole or in part. The Sellers have sole discretion to decide whether confirmation of the ability to pay and/or collateral is sufficient. Legal entities who intend to participate in the offering are required to have a valid Legal Entity Identifier (“LEI”). Legal entities who fail to provide a valid LEI to the Managers of the offering prior to the end of the subscription Period may not participate in the offering and will have their subscriptions invalidated. The Sellers reserve the right to reject subscriptions without further notice or warning.

The Offering is only marketed in Iceland and the shares shall not be marketed or offered for sale outside of Iceland.

Participation is permitted to all persons who have both an Icelandic identification number and a legal domicile in Iceland and who is competent pursuant to Act no 71/1997, or, for legal persons, that have Icelandic identification number, registered in the Icelandic register of enterprises and are not insolvent pursuant to Act no. 21/1991 on bankruptcy, with the limitations from that legislation.

Investors are encouraged to familiarize themselves with possible restrictions imposed by the provisions of Act No. 34/1991 on Investment by Non-residents in Business Enterprises, including provisions restricting foreign legal entities and Icelandic legal entities under foreign control to acquire shares in fishing companies and fish processing companies. A Non-resident according to Article 2 of the act is an individual residing abroad, irrespective of nationality, a company, institution, fund or other legal person, domiciled abroad, a foreign state or state enterprise, as well as a business enterprise under foreign control. Ísfélag and the managers of the offering reserve the right to reject subscriptions should they deem that the investor in question is not permitted to acquire shares in the Company under Icelandic law.

The Sellers reserve the right to cancel the offering if Nasdaq Iceland rejects the application of Ísfélag for admission to trading on the Regulated Market of Nasdaq Iceland, if subscriptions are not received for the shares offered, or for any other reason at Sellers sole discretion. In these events, all orders for the shares in the offering and allocations made on the basis thereof will be invalidated. Nasdaq Iceland hf. will publish the first possible day of trading with the shares in Ísfélag hf. on the Regulated Market of Nasdaq Iceland, expected to be on 8 December 2023.

Investment in securities involves risk, and decisions to invest may be based on expectations rather than promises. Before deciding to participate in Ísfélag’s offering, investors should review and analyze the terms of the offering and information presented in the Prospectus, dated 22 November 2023 and other documents, disclaimers and information made available and presented in the offering materials and in relation to the offering and listing of shares on the Regulated Market of Nasdaq Iceland.

Key dates

The Subscription Period:
23 November – 1 December 2023

Open investor presentation:
28 November 2023, 10.00 GMT

Expected date for publication of results:
No later than 4 December 2023

Final Payment Date:
8 December 2023

Planned first day of trading and delivery of shares:
8 December 2023