Pub­lic of­fer - Ís­félag hf.

Ísfélag, the oldest operating limited-liability company in Iceland, has published a prospectus for the public offer and intended listing of its shares on the Nasdaq Iceland Main Market. The company is a leaded in fishing and processing of quality pelagic and demersal products. Listing of Ísfélag’s shares on the Main Market affords interested investors the opportunity to participate in the company’s growth and support further advancement.

Key information on the public offering and intended listing on the Main Market

• Offered for sale in a public offering are 118,923,851 previously issued shares in the company, the equivalent of 14.35% of the company’s total share capital.
• The public offering consists of two order books, Order Book A with an offering size of 23,784,770 shares at a fixed price of ISK 135 per share, and Order Book B with an offering size of 95,139,081 at a minimum price of ISK 135 per share.
• The subscription period commences at 10:00 local time on 23 November and closes at 14:00 on 1 December 2023.
• Further information about the offering and the terms and conditions that apply are published in Ísfélag’s prospectus, approved by the Financial Supervisory Authority of the Central Bank of Iceland and published 22 November 2023.
• The company has applied for admission of its shares for trading on the Nasdaq Iceland Main Market. The first day of trading on the Main Market is expected to be 8 December 2023, provided the company’s application is approved by Nasdaq Iceland in time.

Stefán Friðriksson, CEO of Ísfélag:

“The aim of listing Ísfélag on the Main Market is to create a stronger platform for further growth. We consider that a more diverse investor group will contribute to the future vision and long-term prospects of the company. Together we can grow and take advantage of the numerous opportunities we currently have. A varied and well-balanced catch quota will increase stability in both our fisheries and processing activities and improve operations. Ísfélag’s strong financial position creates room to grow and supports exciting opportunities in subsidiaries and affiliates.”

About Ísfélag hf.

• Ísfélag is the oldest operating limited-liability company in Iceland, established 1 December 1901.
• Earlier this year, Ísfélag Vestmannaeyja and Rammi in Fjallabyggð merged into what is now Ísfélag.
• The company operates in four locations: In Vestmannaeyjar, Siglufjörður, Thorlákshöfn and Thórshöfn, Langanes. The company has 374 full-time positions on both sea and land.
• The company operates four pelagics, one freezer trawler, three demersals and one hook-and-line vessel.
• Main products are frozen pelagic products, fishmeal and fish oil, shrimp and frozen demersal products.
• The company has invested considerably in vessels and onshore processing with the aim of increasing profits, productivity and efficiency. Recent investments include a roe tank and roe-processing facilities in Vestmannaeyjar, two pelargic vessels, a freezer trawler and increased capacity in the companies processing centres. Wetfish trawler Sigurbjörg is currently under construction and will be taken into use in 2024, replacing three older vessels.
• Respect for the natural environment and the marine ecosystem is at the core of Ísfélag’s operation and emphasis is placed on good treatment of marine resources and responsible fisheries to ensure the welfare of future generations for the long term.
• The EBITDA margin of Ísfélag has generally exceeded the EBITDA margin of the overall fisheries and seafood sector. The net operating income of the merged company amounted to USD 252 million in 2022 and its EBITDA was USD 95 million. The 2023 earnings estimate for Ísfélag assumes an EBITDA in the amount of USD 77-83 million. Synergies from the merger are expected to result in USD 5 million operating profits in 2024.
• The company’s capital ratio is 62%, forming a strong basis for dividend payments and further investment activity.
• The company holds 8.9% in catch quotas, giving room for growth with respect to the 12% legal maximum.
• The Board of Directors of the company has approved a dividend policy that provides for dividend payments of 30% of the previous year’s profit at a minimum, having regard for maintenance of a 50% capital ratio.
• The subsidiaries and affiliates of Ísfélag offer exciting growth opportunities:
  - Ísfélag has a 16.2% indirect holding in Ice Fish Farm, an aquaculture company in salmon that aims at 30,000 tonnes in annual production.
  - The company owns all shares in Primex ehf., a producer of patented high-quality chitosan from shrimp shells. The company produces under the label of ChitoCare Medical whose products have shown healing results for both old and new wounds caused by diabetes in the research stage. ChitoCare are CE marked medical devices in accordance with the European Directive 93/42/EEC on Medical Devices, and application for licence in the US is in process.
  - Ísfélag holds a 33% share in Pelagic Greenland which operates an efficient pelagic freezer vessel out of Greenland. The vessel’s catch was 25,000 tonnes in 2022, around half thereof was caplin. The catch looks to hit 27,000 tonnes in 2023.
  - One of Ísfélag’s investments is a 7.5% share in VAXA Technologies, a producer of microalgae using carbon dioxide from OR drill holes, temperature-controlled water and light. Algea is used in various products, such as food supplements, feed for juvenile stations, colouring agents and protein.
• Following the acceptance for trading of Ísfélag’s shares, a third of all catch quota in the Icelandic fisheries jurisdiction will be owned by companies listed on the Nasdaq Iceland Main Market.

Further information

Arion Bank hf., Íslandsbanki hf. and Landsbankinn hf. are managers of the offering and listing of shares on the Main Market of Nasdaq Iceland hf.

Further information about Ísfélag, shares in the company and terms and conditions of the offering are provided in the company’s prospectus dated 22 November, in addition to an investor memorandum published to www.isfelag.is/fjarfestar.

Information and technical assistance related to the offering is provided by the following parties between 23 November and 1 December 2023:

• Arion Bank Investment Services, tel. +354 444 7000 and email to isfelag@arionbanki.is.
  Further information
• Íslandsbanki Investment Services, tel. +354 440 4000 and email to isfelag@islandsbanki.is.
  Further information
• Landsbankinn Investment & Pension Service, tel. +354 410 4040 and email to isfelag@landsbankinn.is.
  Further information

Material and documents of the Ísfélag share offering