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Oslo, 30 March 2023. 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 “Offer Shares”) to raise gross proceeds in the range of USD 7.5 to 12.5 million.
The Company intends to use the net proceeds from the Offer Shares to:
• Fund current operations and cash requirements
• 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 extend the company’s runway to continue to evaluate either additional investment or other opportunities that make strategic sense and secures necessary funding for continued operations. The company’s current burn-rate is approx. USD 2.0m per month, and the company’s runway will be extended with a period corresponding to the net proceeds received following issuance of new shares in the Private Placement.
Certain existing shareholders have pre-committed to subscribe for and be allocated Offer Shares in the Private Placement, equivalent to a total amount of approx. USD 4.0 million, distributed as follows: USD 2.5 million from Scatec Innovation AS, USD 1.0 million from Shan Ashary, a director of Norsk Titanium Cayman Limited and USD 0.50 million from Ferd AS.
The final number of Offer Shares to be issued and the price per Offer Share in the Private Placement will be determined by the Company’s Board of Directors (the “Board”) following an accelerated book-building process.
The book-building period in the Private Placement will commence today, 30 March 2023 at 16:30 CEST and close on or before 31 March 2023 at 08:00 CEST. 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.
Settlement of the Offer Shares to the investors in the Private Placement other than Shan Ashary, a director of Norsk Titanium Cayman Limited is expected to take place on or about 4 April 2023 on a delivery versus payment (“DvP”) basis by delivery of existing and unencumbered shares in the Company that are already admitted to trading on Euronext Growth pursuant to a share lending agreement (the “Share Lending Agreement”) entered into between the Company, Scatec Innovation AS and the Managers. The share loan will be settled with new shares in the Company to be issued (i) by the Board pursuant to an authority to issue up to 14,601,497 new shares and (ii) by an extraordinary general meeting of the Company (the “EGM”), to be convened by the Company and expected to be held on or about 31 March 2023, to resolve the issuance of a number of new shares equal to the remaining number of borrowed shares borrowed from Scatec Innovation AS as well as the issuance of any shares allocated to Shan Ashary, a director of Norsk Titanium Cayman Limited (the “EGM Share Issue”).
The settlement of the Private Placement will not be conditional upon or otherwise affected by the outcome of the EGM. If the EGM does not approve the EGM Share Issue, the Managers’ redelivery obligation of borrowed shares to Scatec Innovation AS will be settled in cash by way of transfer of the gross proceeds from the sale of the borrowed shares in the Private Placement to Scatec Innovation AS. Further, the Company will not receive any proceeds from subscription of shares by Shan Ashary, a director of Norsk Titanium Cayman Limited. Hence, the Company’s cash runway will be shortened proportionately.
Completion of the Private Placement is conditional upon (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, resolve the issuance of 14,601,497 Offer Shares and the share capital increase pertaining to the issuance of such shares, and call for the EGM, expected to be held on or about 11 April 2023, for purposes of approving the EGM Share Issue for redelivery of the borrowed shares to Scatec Innovation AS, and (ii) the Share Lending Agreement being validly entered into and remaining unmodified and in full force and effect. The Company and the Managers have received voting undertakings in favour of the Private Placement, including the EGM Share Issue, from existing shareholders constituting more than the required majority of 67% of the Company’s share capital, including 14,601,497 new shares to be resolved issued by the Board pursuant to its authorization granted by the general meeting.
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 31 March 2023.
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 Public 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 30 March 2023 (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.
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: [email protected]
Tel: +47 90 17 40 80
Mike Canario, President and CEO Norsk Titanium
Email: [email protected]
Tel: +1 518 324 4010
Ashar Ashary, Chief Financial Officer Norsk Titanium
Email: [email protected]
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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