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Oslo, Norway, 4 December 2023: The board of directors of Norsk Titanium AS (“Norsk Titanium” or the “Company”) (Euronext: NTI, OTCQX: NORSF) proposes to carry out a rights issue of shares (the “New Shares”) with preferential subscription rights for existing shareholders to raise gross proceeds of up to NOK 225 million (equivalent to approx. USD 21 million) (the “Rights Issue”). Subscribers in the Rights Issue will for every two New Shares allocated receive one warrant to subscribe for one new share in the Company (the “Warrants”).
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Certain existing shareholders and external investors (jointly the “Underwriters”) have, through a combination of pre-commitments and underwriting commitments, underwritten in aggregate NOK 182 million (equivalent to approx. USD 17 million) of the Rights Issue.
The net proceeds from the Rights Issue and exercised Warrants will be used to i) fund current operations and cash requirements, and ii) 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 defence sectors. The Company’s current burn-rate is approx. USD 2 million per month and the Rights Issue will extend the Company’s runway beyond the first exercise of the Warrants in June 2024, which if exercised will further extend the runway correspondingly.
Provided that the Rights Issue is subscribed in full, and the Warrants are executed at the maximum subscription price 30% above the Rights Issue subscription price, the Company may in total receive proceeds of up to approx. NOK 370 million (equivalent to approx. USD 35 million). Combined with working capital financing, this would be expected to cover the funding required to reach cash flow break-even for the Company.
The Rights Issue is subject to shareholder approval at the extraordinary general meeting of the Company, expected to be held on 9 January 2024 (the “EGM”). Notice of the EGM, including proposed resolutions regarding the Rights Issue, is expected to be sent to the shareholders on 13 December 2023.
Carnegie AS have been engaged as manager for the Rights Issue (the “Manager”). Advokatfirmaet Selmer AS is acting as legal advisor to the Company, while Advokatfirmaet Wiersholm AS is acting as legal advisor to the Manager.
Underwriting
Pursuant to, and subject to, the terms and conditions of the individual underwriting agreements between the Company and each of the Underwriters (jointly, the “Underwriting Agreements”), the Underwriters have undertaken on a pro-rata basis (not jointly) to underwrite an aggregate subscription amount in the Rights Issue of NOK 182 million (equivalent to approx. USD 17 million) (the “Total Underwriting Obligation”). Any New Shares subscribed in the Rights Issue will reduce the underwriting commitment of the Underwriters but not pre-commitments to subscribe for New Shares from existing shareholders, as described below.
White Crystals Ltd., which following the transfer of shares in the Company from Norsk Titanium Cayman Ltd. as announced on 3 November 2023 will own 28.3% of the shares in the Company, has pre-committed to subscribe for NOK 54.15 million (equivalent to approx. USD 5 million) in the Rights Issue, including a conversion of existing bridge loans provided to the Company in the amount of NOK 21.9 million.
Scatec Innovation AS, owning 25.4% of the shares in the Company, has pre-committed to subscribe for NOK 32.25 million (equivalent to USD approx. 3 million) in the Rights Issue, including a conversion of existing bridge loans provided to the Company in the amount of NOK 21.5 million.
Norsk Titanium Cayman Ltd., which following the transfer of shares in the Company to White Crystals Ltd. as announced on 3 November 2023 will own 6.5% of the shares in the Company, has pre-committed to subscribe for NOK 11.3 million (equivalent to approx. USD 1.05 million) in the Rights Issue, including by partial conversion of existing bridge loans provided to the Company in the amount of NOK 9.15 million.
The bridge loans from White Crystals Ltd., Scatec Innovation AS and Norsk Titanium Cayman Ltd. are further described in stock exchange announcements as of 30 August, 28 September and 3 November 2023.
Together with certain other existing shareholders and external investors, Scatec Innovation AS, Norsk Titanium Cayman Ltd. and White Crystals Ltd. have underwritten at total of NOK 139 million (equivalent to approx. USD 13 million) of the Rights Issue (the “Bottom Guarantee”), for a compensation of 10% of their underwritten amount under the Bottom Guarantee, payable in new shares in the Company at the subscription price in the Rights Issue.
In addition to the Bottom Guarantee, Buntel AB, a subsidiary of MolCap Invest AB, has underwritten NOK 43 million (equivalent to approx. USD 4 million) of the Rights Issue (the “Top Guarantee”), for a compensation of 6% of its underwritten amount under the Top Guarantee payable in cash and (ii) 50 million warrants at equal terms to the Warrants issued in the Rights Issue (the “Additional Warrants”), subject to the number of Additional Warrants being a minimum of 7.5% of maximum number of shares issued in the Rights Issue, capped at 75 million Additional Warrants.
Subscription price, subscription rights, Warrants and proceeds
The subscription price for the new shares to be issued in the Rights Issue, and thus the exact number of new shares and the exact amount of the share capital increase, will be proposed by the board of directors, based on a recommendation from the Manager, the day prior to the EGM. Pursuant to the Underwriting Agreements, the subscription price in the Rights Issue shall be the theoretical ex rights price (TERP) based on the volume-weighted average price (VWAP) of the Company’s shares on the Oslo Euronext Growth the three trading days prior to the EGM, less a discount of at least 35%. However, the maximum subscription price for the New Shares shall not exceed a 15% premium to the TERP calculated based on the last closing price of the Company’s shares on Euronext Growth Oslo prior to the Company’s announcement of the partially underwritten Rights Issue less a discount of at least 35%. The board of directors’ resolution in this respect will be announced through a stock exchange announcement on the day prior to the EGM and be reflected in the final proposed resolution to the EGM.
Pursuant to section 10-4 of the Norwegian Private Limited Companies Act, the shareholders of the Company at the date of the EGM, and who are not resident in a jurisdiction where such offering would be unlawful or, (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action, will be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of that date, and will according to the board of directors’ proposal receive subscription rights proportionate to their existing shareholding as registered in the Company’s shareholder register in the Norwegian Central Securities Depository (the VPS) at the expiry of 11 January 2024. Provided that a purchase of shares is made with ordinary T+2 settlement, shares purchased up to and including 9 January 2024 will give the right to receive subscription rights, whereas shares purchased from and including 10 January 2024, will not give the right to receive subscription rights. The subscription rights will be tradable and listed on the Oslo Euronext Growth from and including the first day of the subscription period and until 16:30 (Oslo time) four trading days prior to the expiry of the subscription period. Over-subscription will be permitted.
The subscribers in the Rights Issue will without cost be allocated one Warrant issued by the Company for every two new shares allocated to, and paid by, them in the Rights Issue. Each Warrant will give the holder a right to subscribe for one new share in the Company at a subscription price equal to the volume-weighted average price (VWAP) of the Company’s shares on the Oslo Euronext Growth on 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 not exceeding the subscription price in the Rights Issue plus 30%. The Warrants may be exercised during two exercise periods: (i) on or about 10 – 21 June 2024, and (ii) on or about 18 – 29 November 2024. Other terms and conditions for the Warrants will be determined by the EGM. The Company shall use reasonable efforts to seek to ensure that the Warrants are admitted to trading on a relevant trading venue as soon as possible following completion of the Rights Issue but there can be no assurance that such admittance to trading will be obtained.
The maximum gross proceeds from the Rights Issue will be NOK 225 million (equivalent to approx. USD 21 million) and the minimum gross proceeds will be NOK 182 million (equivalent to approx. USD 17 million).
The gross proceeds from the exercise of Warrants will depend on the number of Warrants issued and exercised, as well as the final exercise price for the Warrants, determined as described above. Provided that the Rights Issue is subscribed in full, and the Warrants are executed at the maximum subscription price 30% above the Rights Issue subscription price, the Company may in total receive proceeds of up approx. NOK 370 million (equivalent to approx. USD 35 million) plus any proceeds from the exercise of the Additional Warrants.
Prospectus and indicative timeline
In connection with the Right Issue a prospectus (the “Prospectus”) will be prepared which is subject to the approval by the Norwegian Financial Supervisory Authority (the “NFSA”), expected to be obtained on 5 February 2024. The Prospectus will be published prior to the commencement of the subscription period and will form the basis for subscriptions in the Rights Issue. Provided that the prospectus is approved by the NFSA in time, the subscription period for the Rights Issue will commence on 6 February 2024 and expire on 20 February 2024 at 16:30 hours (Oslo time). In the event that the Prospectus is not approved in time to uphold this subscription period, the subscription period will commence on the second trading day on the Oslo Euronext Growth following the approval of the Prospectus and expire at 16:30 hours (Oslo time) two weeks thereafter. A further description of the Rights Issue, including full terms of the Rights Issue, and of other circumstances that must be considered upon subscription of shares in the Rights Issue will be included in the Prospectus.
Included below is an indicative timeline for the Rights Issue:
9 January 2024: Extraordinary general meeting
9 January 2024: Last day of trading in the shares including subscription rights
10 January 2024: First day of trading in the shares excluding subscription rights
11 January 2024: Record date for determination of the right to receive subscription rights
On or around 5 February 2024: Publication of the prospectus
6 February 2024: Commencement of the subscription period and first day of trading in the subscription rights
On or around 14 February 2024: Last day of trading in the subscription rights
On or around 20 February 2024: Last day of the subscription period
On or around 22 February 2024: Allocation of the new shares and Warrants
On or around 23 February 2024: Payment of the new shares
On or around 26 February 2024: Registration of the share capital increase with the Norwegian Register of Business Enterprises
Bridge loan
To extend the Company’s cash runway from mid-December 2023 until completion of the Rights Issue, the Company expects to enter into a bridge loan agreement with Buntel AB of up to the NOK equivalent of USD 5 million (the “Buntel Bridge Loan”). Buntel AB may convert any amount drawn under the Buntel Bridge Loan to satisfy its subscription obligation under the Top Guarantee.
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
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.
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 INFORMATION
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by means of the Prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the “Prospectus Regulation”). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company’s registered office and, subject to certain exceptions, on the websites of the Managers.
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.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
The Managers are acting for the Company in connection with the Rights Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.
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 “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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 believes 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 its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, the Company. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
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