NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Oslo, Norway, 21 February 2024: Reference is made to the stock exchange announcement published by Norsk Titanium AS (the “Company”) on 20 February 2024 regarding the preliminary results in the partially underwritten rights issue of between 221,343,874 and 273,639,404 new shares in the Company (the “Offer Shares”) at a subscription price of NOK 0.82225 (the “Subscription Price”) (the “Rights Issue”). In addition, the subscribers in the Rights Issue will be allocated one warrant for every two Offer Shares allocated to them and paid by them in the Rights Issue (the “Warrants”). The subscription period for the Rights Issue expired yesterday, 20 February, at 16:30 hours (CET).
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At the expiry of the subscription period in the Rights Issue, the Company had received valid subscriptions for a total of 229,038,787 Offer Shares.
The final allocation of the Offer Shares in the Rights Issue and the Warrants has been completed based on the allocation criteria set out in the Company’s prospectus dated 5 February 2024 (the “Prospectus”). The board of directors of the Company has allocated a total of 229,038,787 Offer Shares, which means that all valid subscriptions from investors with subscription rights have been allocated their full subscription including oversubscription.
The transaction attracted broad support from the Company’s existing shareholder as well as new shareholders having purchased subscription rights, with more than 300 individual allocations in total.
Based on the number of Offer Shares allocated, the Company has allocated, subject to payment of the relevant Offer Shares, 164,519,363 Warrants.
As the Rights Issue attracted subscriptions above the underwritten amounts, no allocations have been made based on the underwriting commitments for the Rights Issue.
The subscriptions received will, subject to payment, provide the Company with approx. NOK 188.3 million (equivalent to approx. USD 18 million) in gross proceeds, of which approx. NOK 53.6 million (equivalent to approx. USD 5.1 million) will be settled by conversion of bridge loans from existing shareholders. Following receipt of the net proceeds, the Company will repay the NOK 53.75 million bridge loan plus interest from Buntel AB, a subsidiary of MolCap Invest AB.
Subject to the Warrants and the Additional Warrants (as defined below) being exercised at the maximum subscription price 30% above the Subscription Price, the Company may in total receive proceeds of up to approx. NOK 364 million (equivalent to approx. USD 35 million). Combined with working capital financing, this would be expected to cover the funding required to reach cash flow break-even for the Company.
Notifications of allocated Offer Shares and Warrants and the corresponding subscription amount to be paid by each subscriber are expected to be distributed today, on 21 February 2024. Payment for the allocated Offer Shares falls due on 23 February 2024 in accordance with the payment procedures described in the Prospectus. The Warrants are allocated free of charge.
The Offer Shares and the Warrants are expected to be tradable on Euronext Growth Oslo from and including 28 February 2024.
Pursuant to the underwriting agreements for the Rights Issue dated 4 December 2023, each underwriter is entitled to an underwriting fee as compensation for their respective underwriting obligation.
Buntel AB, a subsidiary of MolCap Invest AB, having undertaken to underwrite a total of NOK 43 million (equivalent to approx. USD 4 million) of the Rights Issue, is entitled to compensation of 6% of its underwritten amount under the top guarantee payable in cash and 50 million warrants at equal terms to the Warrants (the “Additional Warrants”) that will be issued in accordance with a resolution by the general meeting of the Company made on 9 January 2024.
Scatec Innovation AS, Norsk Titanium Cayman Ltd., White Crystals Ltd., and the remaining underwriters, having undertaken to underwrite in aggregate a total of NOK 139 million of the Rights Issue, will be compensated with 10% of their respective underwritten amount payable in shares in the Company at the Subscription Price. A total of 16,904,823 new shares will be issued to the underwriters (the “Fee Shares”).
Norsk Titanium Cayman Ltd. is a company closely associated with Shan E-Abbas Ashary and Bart Van Aalst, who are both board members of Norsk Titanium Cayman Ltd. and board members of the Company. Scatec Innovation AS is a company closely associated with John Andersen, who is the chairman of the Company’s board of directors and also the CEO of Scatec Innovation AS. Please see the attached notifications of trade for information regarding the primary insiders’ subscription of Fee Shares.
The Company’s Board of Directors has resolved to increase the share capital with NOK 1,352,385.84 by issuing 16,904,823 new shares, each with a nominal value of NOK 0.08, in connection with the issuance of the Fee Shares. The share capital increase is resolved pursuant to the Board authorization to increase the share capital that was granted at the Company’s extraordinary general meeting held on 9 January 2024.
Neither the Offer Shares nor the Fee Shares may be transferred or traded before they have been fully paid and the share capital increases pertaining to the Offer Shares and the Fee Shares, respectively, have been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). Neither the Warrants nor the Additional Warrants may be transferred or traded before they have been registered in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). It is expected that the share capital increase pertaining to the Fee Shares and the Additional Warrants will be registered in the Norwegian Register of Business Enterprises on or about 23 February 2024. It is expected that the share capital increase pertaining to the Offer Shares and the Warrants will be registered in the Norwegian Register of Business Enterprises on or about 28 February 2024, and that the Offer Shares and the Warrants will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about the next day.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Anne Lene Gullen Bråten, Director Finance of Norsk Titanium AS, at the time and date stated above in this announcement.
For more information, please contact:
John Andersen, Chairman of Norsk Titanium AS
Email: John.Andersen@scatec.no
Tel: +47 90 17 40 80
Carl Johnson, President & CEO Norsk Titanium AS
Email: Carl.Johnson@norsktitanium.com
Tel: +1 518 324 4010
Ashar Ashary, CFO Norsk Titanium AS
Email: Ashar.Ashary@norsktitanium.com
Tel: +1 518 556 8966
For information about the Rights Issue, please contact Carnegie AS (the “Manager”): +47 22 00 93 40
About Norsk Titanium AS:
Norsk Titanium is a global leader in metal 3D printing, innovating the future of metal manufacturing by enabling a paradigm shift to a clean and sustainable manufacturing process. With its proprietary Rapid Plasma Deposition® (RPD®) technology and installed production capacity to generate annual revenues of approximately USD 300 million, Norsk Titanium offers cost-efficient 3D printing of value-added metal parts to a large addressable market. RPD® technology uses significantly less raw material, energy, and time than traditional energy-intensive forming methods, presenting customers with an opportunity to better manage input costs, logistics, and environmental impact. RPD® printed parts are already flying on commercial aircraft, and Norsk Titanium has gained significant traction with large defense and industrial customers.
For the latest news, go to www.norsktitanium.com or follow the Company on LinkedIn.
– IMPORTANT NFORMATION –
Any offering of the securities referred to in this announcement will be made by means of the Prospectus that has been prepared and approved by the Norwegian Financial Supervisory Authority. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the “Prospectus Regulation”). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company’s registered office and, subject to certain exceptions, on the website of the Manager.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
The Manager is acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice, and each of the Company, the Manager and its affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise. This announcement is made by and is the responsibility of, the Company. Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
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