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Oslo, 29 April 2024. Reference is made to the stock exchange announcement by Norsk Titanium AS (“Norsk Titanium” or the “Company”) on 29 April 2024 (the “Announcement”) regarding a contemplated private placement of new shares in the Company through an accelerated book-building process (the “Private Placement”).
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Norsk Titanium is pleased to announce that the book-building for the Private Placement has been successfully completed. On the back of strong interest from new quality investors and existing shareholders, the Company decided to increase the size of the Private Placement from NOK 220 million to NOK 275 million, equivalent to approx. USD 25 million, by the allocation of a total of 110,000,000 new shares (the “Offer Shares”) each at a subscription price of NOK 2.50 per Offer Share (the “Subscription Price”).
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 contract for deliveries to major customers in the commercial aerospace, industrial, and defence sectors. With the conclusion of this private placement and assuming the exercise of the warrants in full, the Company expects to fully fund its business plan to achieve 2026 revenues of USD 150m and EBITDA margins of 30%.
The pre-committing investor Global Portfolio Investments, the family office of the Dominguez family from Spain (the “Anchor”) was allocated 41,000,000 Offer Shares in the Private Placement for a total amount of NOK 102.5 million.
The Private Placement consists of two tranches, whereof the 53,703,630 Offer Shares in Tranche 1 will be issued based on the existing Board authorisation to issue shares granted by the general meeting of the Company on 11 April 2023 (the “Board Authorization”) (“Tranche 1”). The second tranche consists of 56,296,370 Offer Shares, and is conditional on approval by the general meeting of the Company (“Tranche 2”).
Settlement of Offer Shares in Tranche 1 is expected to take place on or about 3 May 2024, and settlement of Offer Shares in Tranche 2 is expected to take place on or about 16 May 2024, subject to a resolution by the general meeting (the “GM”), scheduled to be held on or about 14 May 2024. The Offer Shares will be settled through a delivery versus payment transaction on a regular T+2 basis with existing and unencumbered shares in the Company that are already traded on Euronext Growth Oslo pursuant to a share lending arrangement between the Company, the Managers, and Scatec Innovation AS as the lender (the “Share Lending”).
Based on the Board Authorization the board of directors (the “Board”) has resolved to issue the 53,703,630 Offer Shares in Tranche 1, all of which will be subscribed by the Managers and, once issued, will be delivered to Scatec Innovation AS as settlement of shares borrowed in relation to settlement of Tranche 1. The Offer Shares in Tranche 2 will be issued following, and subject to, a resolution by the GM, all of which will be subscribed by the Managers and, once issued, will be delivered to Scatec Innovation AS as settlement of shares borrowed in relation to settlement of Tranche 2.
The Offer Shares allocated to applicants in Tranche 1 will be tradable from notification of allocation, and the Offer Shares allocated to applicants in Tranche 2 will be tradeable subject to a resolution by the GM to authorise the issue and a resolution by the board to issue the Offer Shares in Tranche 2.
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 by the respective applicants if Tranche 2 is not completed. The Company reserves the right in its sole discretion to cancel Tranche 2 if the relevant conditions (set out in the Announcement) are not fulfilled, including the resolution by the GM to authorise the issue and the resolution by the Board to issue the Offer Shares in Tranche 2. If Tranche 2 is not completed (e.g. due to non-approval by the GM), applicants will not be delivered Offer Shares in Tranche 2, and the Company will only receive the gross proceeds for the issue of the 53,703,630 Offer Shares issued under the Board Authorization in Tranche 1.
Following registration of the share capital increase in Tranche 1 with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 45,625,490.56 divided into 570,318,632 shares, each with a par value of NOK 0.08. Further, following and subject to registration of the share capital increase in Tranche 2 (subject to resolution by the GM) with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 50,129,200.16 divided into 626,615,002 shares, each with a par value of NOK 0.08.
Notifications of allotment of the Offer Shares and payment instructions are expected to be distributed to the applicants through a notification from the Managers on 30 April 2024 before the market opens.
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the Offer Shares. The Board has 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 it is based on a publicly announced accelerated book-building process.
Subject to completion of the Private Placement and certain other conditions (as described below), the Board will consider carrying out a subsequent share offering of up to 11,000,000 new shares raising gross proceeds of approximately NOK 27.5 million in gross proceeds (the “Subsequent Offering”). Any Subsequent Offering will comprise new shares offered at the same Subscription Price as the Offer Shares towards shareholders of 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. Any Subsequent Offering will be subject to (i) the prevailing market price of the Company’s shares, (ii) relevant corporate resolutions being passed by the Company, including the approval by the general meeting of the Company and (iii) the registration of a national prospectus with the Norwegian Register of Business Enterprises. The Board will propose that the GM resolves an authorisation for the Board to implement a subsequent share offering on the terms and conditions set out above.
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.
Carnegie AS is acting as sole global coordinator and joint bookrunner and Arctic Securities AS is acting as joint bookrunner (together, the “Managers”) in connection with the Private Placement. 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 Gail Balcerzak, Chief Legal & People Officer of Norsk Titanium, 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 expression “Prospectus Regulation” means (EU) 2017/1129 of the European Parliament and of the Council, of 14 June 2017, as amended Regulation, on the prospectus to be published when securities are offered to the public (together with any applicable implementing measures in any EEA 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.
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. 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 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.
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