SKEL fjárfestingafélag hf.: Underwriting of subscription for new share capital in the Orkan and Samkaup group

Reference is made to the press release dated 3 June 2025, which stated that certain conditions under the purchase agreement had been fulfilled regarding the acquisition by Orkan IS ehf. (“Orkan”) of all shares held by Kaupfélag Suðurnesja (“KSK”) in Samkaup, with a nominal value of ISK 221,386,719, corresponding to 51.3% of the share capital in Samkaup.

The announcement also stated that Orkan had signed purchase agreements with other shareholders of Samkaup for the acquisition of all their shares in the company on the same terms as the transaction with KSK. Upon settlement of these transactions, Orkan would own approximately 96% of the issued share capital in Samkaup. Following the announcement, Orkan reached an agreement with another shareholder and will therefore hold over 98,5% of the company.

Today, an agreement was reached with Íslandsbanki for the bank to provide an underwriting commitment for the subscription of new share capital in Orkan (or a new holding company for the group) amounting to at least ISK 2 billion. This capital is intended to strengthen the financial position of Samkaup. The underwriting commitment will remain valid for 180 days and can be used to market the new group to investors. Final documentation is to be completed by July 1st.

At this point, all conditions of Orkan’s purchase agreements with the shareholders of Samkaup have been fulfilled, except for approval from the Competition Authority confirming that the transaction does not constitute a merger that must be annulled or made subject to conditions under Article 17 of the Competition Act no. 44/2005. A merger notification has been submitted and is pending confirmation.

Frekari upplýsingar veitir Ásgeir Helgi Reykfjörð Gylfason,