FirstFarms A/S secures large capital injection from the Heartland Group and positions itself for strong growth - Seite 2

Details about the directed share issue

The New Shares will be issued by FirstFarms in accordance with the authorisation to the Board of Directors from FirstFarms' shareholders in articles 5.3.7 and 5.3.10 of the articles of association. The New Shares will be issued against cash payment without pre-emption rights for FirstFarms' existing shareholders.

Registration of the capital increase with the Danish Business Authority will be made as soon as possible and the New Shares will be issued through Euronext Securities Copenhagen and admitted to trading on Nasdaq Copenhagen with ISIN DK0060056166 as soon as possible after registration of the capital increase with the Danish Business Authority.

The New Shares carry the same rights as the existing shares, including the right to any dividends from and including the date of registration of the New Shares with the Danish Business Authority. Following the issuance of the New Shares, the Company's share capital will amount to nominally DKK 111,463,110 divided into 11,146,311 shares of nominally DKK 10.00 each, corresponding to 11,146,311 total voting rights. After the share issue, Constantinsborg will own 10.77 percent of FirstFarms' share capital and voting rights.

Details about the issuance of convertible bonds
The convertible bonds are issued in accordance with the authorisation in FirstFarms' articles of association section 5.7 to issue convertible bonds and the related capital increase and will be registered with the Danish Business Authority as soon as possible.

The loan according to the convertible bonds carries an interest rate of 5 percent p.a. and remains without instalments until the expiry of the term on 28 February 2029, after which FirstFarms shall repay the loan including interest, unless Constantinsborg has given notice of conversion of the loan to shares. Notwithstanding the foregoing, 25% of the accrued interest in the period from the date of issue until 28 February 2026 is due for payment 10 banking days after the end of a quarter.

Upon conversion of the loan into new shares, the new shares will be without pre-emption rights for the company's existing shareholders and with the same rights as the company's existing shares and will be admitted to trading on Nasdaq Copenhagen.

The conversion price is fixed corresponding to a price of at least DKK 81 per share of a nominal value of DKK 10. The conversion price is adjusted with accrued unpaid interest, meaning that the proportion of the loan amount for conversion is added the unpaid interest, while the number of shares is calculated solely on the basis of the loan amount, resulting in a conversion price between DKK 81-101 per share depending on the time of exercise of the conversion right. The total nominal capital increase as a result of a conversion of the loan cannot exceed DKK 11,000,000.