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Oslo, 29 April 2024: Norsk Titanium AS (“Norsk Titanium” or the “Company”) has engaged Carnegie AS, as sole global coordinator and joint bookrunner, and Arctic Securities AS, as joint bookrunner, (together the “Managers”) to advise on and effect a contemplated private placement of new shares directed towards Norwegian and international investors after the close of trading on Euronext Growth Oslo today (the “Private Placement”).
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In the Private Placement, the Company is offering a number of new shares (the “Offer Shares”) with a subscription price fixed at NOK 2.50 (the “Offer Price”) to raise up to NOK 220 million, equivalent to approximately USD 20 million in gross proceeds.
The Private Placement consists of two tranches, one tranche with up to 53,703,630 Offer Shares based on the existing Board authorisation to issue shares granted by the general meeting of the Company on 11 April 2024 (the “Board Authorisation”) (“Tranche 1”) and a second tranche conditional on approval by the general meeting of the Company with a number of Offer Shares which results in a total transaction (i.e., both tranches) that equals the final offer size (“Tranche 2”).
The Company intends to use the net proceeds from the Offer Shares to fund current operations, working capital and cash requirements, and further strengthen the balance sheet to transition development efforts into long-term serial production contracts for deliveries to major customers in the commercial aerospace, industrial, and defense sectors.
Global Portfolio Investments, the family office of the Dominguez family from Spain (the “Anchor”) has pre-committed to subscribe for and be allocated Offer Shares in the Private Placement for a total amount of NOK 98 million.
Book-building period
The final number of Offer Shares to be issued in the Private Placement will be determined by the Company’s Board of Directors (the “Board”) following an accelerated book-building process. The application period will commence today, 29 April 2024 at 16:30 CEST and close on or before 30 April 2024 at 08:00 CEST (the “Application Period”). The Company, together with the Managers, reserve the right to close or extend the Application Period at any time at their sole discretion, or to cancel the Private Placement in its entirety. If the Application Period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate shares corresponding to an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council, of 14 June 2017 on the prospectus to be published when securities are offered to the public as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act and other applicable regulations are available.
Allocation and settlement
The Anchor, having pre-committed to subscribe for Offer Shares, will receive full allocation according to its pre-committed amount. Other allocations of Offer Shares will be made at the sole discretion of the Board after consultation with the Managers. Allocation will be based on criteria such as (but not limited to), existing ownership in the Company, timelines of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon.
The Anchor will receive its entire or parts of the allocation of Offer Shares in Tranche 2, while the other applicants will receive allocation in Tranche 1.
The date for settlement of Tranche 1 of the Private Placement is expected to be on or about 3 May 2024 (T+2) and the date for settlement of Tranche 2 of the Private Placement is expected to be on or about 16 May 2024 (T+2), following approval of Tranche 2 of the Private Placement by the general meeting of the Company (the “GM”), expected to be held on or about 14 May 2024. The settlement date for both tranches are subject to (i) any shortening or extensions of the Application Period and (ii) delivery to the Managers of Borrowed Shares (as defined below) under a share lending agreement entered into between the Managers and Scatec Innovation AS (the “Share Lending Agreement”).
Delivery-versus-payment (“DVP”) settlement for both Tranche 1 and Tranche 2 will be facilitated with existing and unencumbered shares in the Company that are already admitted to trading on Euronext Growth pursuant to the Share Lending Agreement.
Under the Share Lending Arrangement, Carnegie AS, on behalf of the Managers, will borrow up to a number of shares from Scatec Innovation AS equal to the number of Offer Shares allocated in the Private Placement (the “Borrowed Shares”) to facilitate settlement on DVP basis to investors in the Private Placement. The share lending will be settled with new shares in the Company to be issued (i) by the Board pursuant to the Board Authorisation, and (ii) by the GM resolving to issue a number of Offer Shares equal to the remaining number of Borrowed Shares borrowed from Scatec Innovation AS (the “GM Share Issue”).
Completion of the Private Placement is subject to (i) all necessary corporate resolutions required to implement the Private Placement, including the Board resolving to proceed with the Private Placement, allocate the Offer Shares and issue the Offer Shares in Tranche 1 pursuant to the Board Authorization, and (ii) the Share Lending Agreement entered into between the Managers and Scatec Innovation AS being validly entered into and remaining unmodified and in full force and effect. In addition, the completion of Tranche 2 of the Private Placement is conditional on the GM resolving to issue the Tranche 2 shares, the share capital increase pertaining to the issuance of the Offer Shares in Tranche 2 being validly registered with the NRBE and the Offer Shares in Tranche 2 to be registered in the VPS. Completion of Tranche 1 is not conditional upon completion of Tranche 2. The settlement of Offer Shares under Tranche 1 will remain final and binding and cannot be revoked, cancelled or terminated if Tranche 2 is not completed.
The Company will announce the number of Offer Shares to be issued and allocated in the Private Placement through a stock exchange notice expected to be published before opening of the trading on Euronext Growth Oslo on 30 April 2024. The Company, in consultation with the Managers, reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to notification of allocation of Offer Shares. Neither the Company nor the Manager, or any of their respective directors, officers, employees, representatives or advisors, will be liable for any losses if the Private Placement as a whole (including Tranche 1), or just Tranche 2, is cancelled and/or modified, irrespective of the reason for such cancellation of modification.
Equal treatment considerations and potential subsequent repair offering
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the Offer Shares. The Board has carefully considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on Euronext Growth Oslo and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in particular because the Private Placement enables the Company to secure equity financing to accommodate the Company’s funding requirements. Further, a private placement will reduce execution and completion risk, as it enables the Company to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. It has also been taken into consideration that the Private Placement will not result in a significant dilution of existing shareholders and that is based on a publicly announced accelerated bookbuilding process.
On this basis, the Board has considered the proposed transaction structure and the Private Placement to be in the common interest of the Company and its shareholders.
The Company may, subject to completion of the Private Placement, consider conducting a subsequent share offering of new shares (the “Subsequent Offering”). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. Any Subsequent Offering will be directed towards existing shareholders in the Company as of 29 April 2024 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering. The Company will issue a separate stock exchange announcement with further details on the Subsequent Offering if and when finally resolved.
Advisors
Advokatfirmaet Selmer AS is acting as legal advisor to Norsk Titanium, while Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
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
About Norsk Titanium:
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 us on LinkedIn.
Important notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under
the Securities Act.
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. The “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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.
The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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 “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. Any forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility or liability 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. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
Kilde
