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, 10 June 2024: Reference is made to the stock exchange announcement by Norsk Titanium AS (the “Company”) on 7 June 2024 regarding the exercise price and further information regarding the first exercise period for the 164,519,363 warrants (the “Warrants”) issued to the investors in the partially underwritten rights issue of 229,038,787 new shares in the Company raising approx. NOK 188.3 million (equivalent to approx. USD 18 million) (the “Rights Issue”).
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Each Warrant gives the holder a right to subscribe for one new share (such new shares jointly the “New Shares”) in the Company at an exercise price of NOK 1.068925 (the “Exercise Price”).
The first exercise period for the Warrants will commence today, on 10 June 2024 at 09:00 hours (CEST), and expire on 21 June 2024 at 16:30 hours (CEST) (the “First Exercise Period”).
The Warrants are tradeable in two periods: (i) from 4 March 2024 to 17 June 2024 at 16:30 hours (CEST), and (ii) following allocation in relation to the First Exercise Period, from on or about 25 June 2024 to 25 November 2024 at 16:30 hours (CET).
Carnegie is acting as manager in connection with exercise of the Warrants (the “Manager”).
Exercise periods
In addition to the First Exercise Period, i.e. from 10 June 2024 to 21 June 2024 at 16:30 hours (CEST), the Warrants may also be exercised from 18 November 2024 to 29 November 2024 at 16:30 hours (CET) (the “Second Exercise Period”).
Any Warrants to be exercised in the First Exercise Period will have to be registered on the VPS account of the subscriber on 21 June 2024. Provided that a purchase of Warrants is made with ordinary T+2 settlement, any Warrants acquired up to 17 June 2024 at 16:30 hours (CEST), i.e. the last day of the trading period in the First Exercise Period, may be exercised in the First Exercise Period.
Warrants that are not exercised before the expiry of the Second Exercise Period on 29 November 2024 at 16:30 hours (CET) or not sold before 16:30 hours (CET) on 25 November 2024 will have no value and will lapse without compensation to the holder.
Holders of Warrants who do not exercise their Warrants will experience a dilution of their shareholding in the Company.
Exercise price per New Share
Each Warrant gives the holder a right to subscribe for one New Share at an exercise price per New Share equal to the volume-weighted average price (VWAP) of the Company’s shares on Euronext Growth Oslo in the three last trading days prior to the first date on which the holder can exercise the Warrant in each exercise period less 30%, but in any event (i) not lower than the nominal value (NOK 0.08) and (ii) not exceeding the subscription price in the Rights Issue plus 30% (i.e. NOK 1.068925).
Based on the criteria above, the Exercise Price per New Share in the First Exercise Period is NOK 1.068925.
Exercise procedure
The Warrants are exercised through the submission of a duly completed exercise form for the Warrants (the “Exercise Form”) to the Manager at the address or email address set out in the Exercise Form during one of the exercise periods for the Warrants. The Exercise Form is available at the websites of the Company (www.norsktitanium.com/investors) and the Manager (www.carnegie.no/ongoing-prospectuses-and-offerings/). By completing and submitting an Exercise Form, the holder of the relevant Warrants irrevocably undertakes to acquire a number New Shares equal to the number of Warrants exercised at the Exercise Price.
Payment for and delivery of New Shares
Notifications of aggregate exercise price to be paid by each subscriber are expected to be distributed in a letter from the VPS after the end of the First Exercise Period, on or about 25 June 2024. Payment for the New Shares issued to the subscriber following the First Exercise Period falls due on 28 June 2024 in accordance with the payment procedures described in the Exercise Form.
Subject to timely payment of the aggregate exercise price for the New Shares on 28 June 2024, the Company expects that the share capital increase pertaining to the First Exercise Period will be registered with the Norwegian Register of Business Enterprises on or about 2 July 2024 and that the New Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 3 July 2024.
A subscriber’s default in timely payment of the aggregate exercise price for the New Shares subscribed by such subscriber may, at the Company’s and the Manager’s sole discretion, result in the subscribed New Shares not being issued. In such an event, the exercised Warrants may be considered forfeited and will not give a right to subscribe New Shares.
Financial intermediaries
If Warrants are registered through a financial intermediary, the financial intermediary will customarily give the holder details of the aggregate number of Warrants which it is entitled to exercise. The relevant financial intermediary will customarily supply each holder with this information in accordance with its usual customer relations procedures. Holders of Warrants through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Warrants.
Listing and commencement of trading in the New Shares
The New Shares issued upon exercise of Warrants will be listed on Euronext Growth Oslo under ISIN NO 001 0969108 and ticker code “NTI”. The New Shares will be listed as soon as the New Shares are fully paid, the share capital increase pertaining to the First Exercise Period has been registered in the Norwegian Register of Business Enterprises, and the New Shares have been issued in the VPS.
The New Shares may not be transferred or traded before (i) they have been fully paid, (ii) the share capital increase pertaining to the New Shares has been registered with the Norwegian Register of Business Enterprises, and (iii) the New Shares have been issued in the VPS.
For more information, please contact:
Ashar Ashary, CFO Norsk Titanium AS
Email: Ashar.Ashary@norsktitanium.com
Tel: +1 518 556 8966
For more information about the exercise of Warrants, please contact the Manager:
Carnegie AS, tel: +47 22 00 93 40.
This information is published in accordance with the requirements of the Continuing Obligations for companies listed on Euronext Growth Oslo and section 5-12 of the Norwegian Securities Trading Act.
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 Manager nor any of its affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept 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 Manager nor any of its affiliates accept 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
