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Oslo, 10 November 2022. Norsk Titanium AS (“Norsk Titanium” or the “Company”) has engaged Carnegie AS and Skandinaviska Enskilda Banken AB (publ) (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”).
In the Private Placement, the Company is offering a number of new shares (the “New Shares”) to raise gross proceeds in the range of USD 6 to 10 million, equivalent to NOK 62.6 to 104.3 million.
The Company intends to use the net proceeds from the New Shares to:
• Strengthen the balance sheet to transition development efforts into long term serial production contracts for deliveries to the semiconductor, commercial aerospace, and defence industries.
• To give the company a runway to continue to evaluate either investment by strategics or other opportunities that make strategic sense and secures funding.
Existing shareholders have undertaken to subscribe for and be allocated New Shares for a total amount of USD 6 million (NOK 62.6 million) in the Private Placement, distributed as follows: i) USD 3.5 million from Norsk Titanium Cayman Ltd., (ii) USD 2.3 million from Scatec Innovation AS, and (iii) USD 0.2 million from Disruptive Innovation Fund, L.P. (Rose Park Advisors).
The final number of New Shares to be issued and the price per New Share in the Private Placement will be determined by the Company’s Board of Directors following an accelerated book-building process.
The book-building period in the Private Placement will commence today, 10 November 2022 at 16:30 CET and close on 11 November 2022 at 08:00 CET. The Company, together with the Managers, reserve the right to close or extend the book-building period at any time at their sole discretion, or to cancel the Private Placement in its entirety. If the book-building 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.
Completion of the Private Placement is conditional upon the following (the “Conditions”) (i) all necessary corporate resolutions for consummating the Private Placement being validly made by the Company, including without limitation relevant approvals and resolutions by the Board of Directors, and (ii) the New Shares having been validly issued (by registration of the share capital increase pertaining to the issuance of the New Shares in the Norwegian Register of Business Enterprises) and delivered in the VPS. The Company will announce the number of New 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 11 November 2022.
The New 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 lender (the “Share Loan”). The allocated New Shares will be delivered to the applicant’s VPS account as soon as practicable after full payment has been received and the Conditions for the Private Placement have been met. The Managers will settle the Share Loan with new shares in the Company to be resolved issued by resolution of the Board of Directors pursuant to an authorisation granted to it by the general meeting of the Company on 20 April 2022.
The Board of Directors will observe its obligations of equal treatment of shareholders under Rule Book II for issuers with shares admitted to trading on Euronext Growth Oslo and the Oslo Stock Exchange’s Guidelines on the rules of equal treatment. It is the Company’s assessment that the Private Placement is in the best interest of the Company and its shareholders.
Advokatfirmaet Selmer AS is acting as legal advisor to Norsk Titanium, while Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
For more information, please contact:
John Andersen, Chairman of Norsk Titanium
Email: John.Andersen@scatec.no
Tel: +47 90 17 40 80
Mike Canario, President and CEO Norsk Titanium
Email: Michael.Canario@norsktitanium.com
Tel: +1 518 324 4010
Ashar Ashary, VP Finance Norsk Titanium
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 700 MT of production capacity, 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 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.
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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