Barramundi farmer asks creditors to back debt restructuring plan

Financially troubled fish farmer Barramundi Group has reached agreement with its only secured creditor, United Overseas Bank Limited (UOB), on a proposed restructuring of its debt and equity. UOB is owed more than 10 million Singapore dollars (£5.8m / NOK 78.9m).

Details of the plan have been sent out to creditors who will be subject to the scheme. They will be asked to vote for or against the plan by June 11. If they approve the plan, it must then also be approved by the High Court of Singapore.

As per February 28, 2025, Singapore-headquartered Barramundi Group’s total liabilities amounted to approximately 27 million Singapore dollars (£15.5m / NOK 213m). It said the majority of these liabilities will be fully and finally paid, compromised and/or settled when the plan is completed.

Millions of new shares

The main terms of the proposed restructuring include a private placement of more than 135 million new shares at S$0.0289 per share to raise S$3.4m. The subscription price implies a 77% discount of the trading price on Euronext Growth Oslo at closing on May 27.

An additional S$800,000 will be raised via convertible shareholders’ loans by each of Andrew Kwan Kok Tiong and Brunei-registered Warif Holdings Limited for S$400,000 each. Warif Holdings is the company's second-largest shareholder, with a 10.82% stake. Kwan is one of Barramundi Group's three directors.

Kwan and Warif Holdings can choose to convert all or part of their loan to new shares in the company at any time during the one-year repayment period. A full conversion will imply the issuing of at least 27,681,660 new shares.

Full settlement

Principal creditor UOB will convert S$507,581.82 of the debt owed to it by Barramundi Group into 17,540,274 new shares in the company. In addition, UOB will receive S$1 million in cash from Barramundi Group as full and final settlement of its debt to the bank.

As a result of the private placement and the conversion of debt to shares, implying the issuing of at least in total 162,714,421 new shares in the company, existing non-participating shareholders will be diluted by 77%. Should the convertible loans from Kwan and Warif Holdings also be converted in full into new shares, the total dilutive effect will be at least 80%. 

Upon completion of the restructuring scheme, Barramundi Group will consider making a subsequent offering of new shares to shareholders other than those who are participating or were invited to participate in the private placement.

'The best option'

“The board of directors, together with the company’s management and professional advisors, has considered various transaction alternatives for the refinancing of the company,” Barramundi Group wrote in a press release.

“Based on an overall assessment, considering the need for funding, time available to secure financing for further operations and debt repayment, costs and risks related to alternative methods of securing the desired refinancing, the board has on the basis of careful considerations decided that the solution set out in the scheme is the alternative that best protects the company's, its creditors' and the shareholders' joint interests.

“By structuring the equity raise as a private placement with a subsequent offering, the company will be able to raise capital in an efficient manner with significantly lower completion risks compared to a rights issue. Thus, the deviation from the shareholders' pre-emptive rights inherent in a private placement is considered necessary.”