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, 6 February 2024: Reference is made to the previous stock exchange announcements from Norsk Titanium AS (the “Company”) regarding the partially underwritten rights issue of between 221,343,874 and 273,639,404 new shares in the Company (the “Offer Shares”) at a subscription price of NOK 0.82225 per Offer Share (the “Subscription Price”), raising gross proceeds of up to NOK 225 million (the “Rights Issue”). In addition, the subscribers in the Rights Issue will be allocated one warrant for every two Offer Shares allocated to them and paid by them in the Rights Issue (the “Warrants”). The Company will issue between 110,671,937 and 136,819,702 Warrants.
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The subscription period will commence today.
Carnegie AS is acting as Manager in the Rights Issue (the “Manager”).
Allocation of Subscription Rights and Warrants:
The shareholders of the Company as of 9 January 2024 (and being registered as such in Euronext Securities Oslo, the Norwegian Central Securities Depository, (the “VPS”) as at the expiry of 11 January 2024 pursuant to the two days’ settlement procedure of VPS (the “Record Date”)) (the “Existing Shareholders”), have been granted subscription rights (the “Subscription Rights”) in the Rights Issue that provide preferential rights to subscribe for, and be allocated, Offer Shares at the Subscription Price.
The Existing Shareholder have been granted 1.013411 Subscription Rights for each existing share in the Company registered as held by the Existing Shareholder at the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one Offer Share at the Subscription Price. Over-subscription with subscription rights and subscriptions from the Underwriters (as defined below) are allowed. Subscription without Subscription Rights is not allowed.
The subscribers in the Rights Issue will be allocated one Warrant issued by the Company for every two Offer Shares allocated to, and paid by, them in the Rights Issue. Each Warrant will, subject to applicable law, give the right to subscribe for one new share in the Company.
The grant or purchase of Subscription Rights and the subscription of Offer Shares and Warrants by persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. Further, no Offer Shares, Subscription Rights or Warrants will be offered or sold within the United States, except in reliance on an exemption from the registration requirements of the U.S. Securities Act. For a further description of such restrictions, reference is made to the introductory part on page i-ii and Section 16 “Selling and Transfer Restrictions” in the prospectus dated 5 February 2024 (the “Prospectus”).
The Prospectus is, subject to applicable local securities laws, available at the websites of the Company (www.norsktitanium.com) and the Manager (www.carnegie.no/ongoing-prospectuses-and-offerings).
Subscription period:
The subscription period commences on 6 February 2024 at 09:00 (CET) and expires on 20 February 2024 at 16:30 (CET) (the “Subscription Period”).
Subscription Rights:
The Subscription Rights will be tradable on Euronext Growth Oslo under the ticker code “NTIT” from 6 February 2024 at 09:00 hours (CET) until 14 February 2024 at 16:30 hours (CET). The Subscription Rights will hence only be tradable during a part of the Subscription Period.
Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period on 20 February 2024 at 16:30 (CET) or not sold before 16:30 (CET) on 14 February 2024 will have no value and will lapse without compensation to the holder.
The Subscription Rights are expected to have an economic value if the Company’s shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company. If Warrants are exercised, there will be additional dilution. See Section 6.28 “Dilution” in the Prospectus for a further description of such dilutive effect.
Warrants:
The subscribers in the Rights Issue will without cost to them be allocated one Warrant issued by the Company for every two Offer 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 the Exercise Price (as defined below).
The Warrants may be exercised during two exercise periods: (i) 10 – 21 June 2024, and (ii) 18 – 29 November 2024.
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. Information concerning whether the Warrants will be admitted to trading will be provided when such information is available to the Company.
The Warrants are expected to have an economic value if the Company’s shares trade above the exercise price for the Warrants during the exercise periods. Holders of Warrants who do not use their Warrants will experience a dilution of their shareholding in the Company, see Section 6.28 “Dilution” in the Prospectus for a further description of such dilutive effect.
Any Warrants not subscribed within the end of the subscription period will not be allocated. Warrants not sold or exercised before 16:30 hours (CET) on 29 November 2024 will lapse without compensation.
Subscription Price for Offer Shares and Exercise Price for Warrants:
NOK 0.82225 per Offer Share.
The Warrants may be exercised at a subscription price per 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 of the Company’s shares (NOK 0.08) and (ii) not exceeding the Subscription Price in the Rights Issue plus 30% (i.e. NOK 1.068925) (the “Exercise Price”).
No payment shall be made for the Warrants.
Subscription procedure:
In order to subscribe for Offer Shares and Warrants, investors holding Subscription Rights need to complete the subscription form attached to the Prospectus as Appendix B (the “Subscription Form”) and submit it to the Manager at the address or email address set out in the Prospectus by 16:30 hours (CET) on 20 February 2024.
Subscribers who are Norwegian residents with a Norwegian personal identification number who wish to subscribe for Offer Shares are encouraged to do so through the VPS online subscription system (or by following the link on www.carnegie.no/ongoing-prospectuses-and-offerings/, which will redirect the subscriber to the VPS online subscription system).
The Warrants will automatically be subscribed for through delivery of the Subscription Form correctly completed prior to the expiry of the Subscription Period (i.e. on 20 February 2024 at 16:30 hours (CET)).
Conditions for completion of the Rights Issue:
The completion of the Rights Issue is subject to the underwriting agreements dated 4 December 2023 (the “Underwriting Agreements”) remaining in full force and effect if required in order to raise the gross proceeds (please see below for a description of the underwriting and the Underwriting Agreements, including the conditions and termination rights therein).
If it becomes clear that the conditions mentioned above will not be fulfilled, the Rights Issue will be withdrawn.
Further, the Rights Issue may be withdrawn, or the completion of the Rights issued may be delayed, if the aggregate minimum subscription amount for the Offer Shares is not received by the Company on time or at all.
If the Rights Issue is withdrawn, all Subscription Rights will lapse without value, any subscriptions for, and allocations of, Offer Shares and Warrants that have been made will be disregarded and any payments for Offer Shares made will be returned to the subscribers without interest or any other compensation. The lapsing of Subscription Rights will be without prejudice to the validity of any trades in Subscription Rights, and investors will not receive any refund or compensation in respect of Subscription Rights purchased in the market.
The underwriting:
Certain existing shareholders and an external investor (jointly, the “Underwriters”) have, pursuant to, and subject to, the terms and conditions of the Underwriting Agreements, underwritten in aggregate NOK 182 million (equivalent to approx. USD 17 million) of the Rights Issue (the “Total Underwriting Obligation”). The Total Underwriting Obligation is comprised of a combination of pre-commitments and underwriting commitments of the Underwriters. Any Offer 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.
Included in the Total Underwriting Obligation is pre-commitments from certain existing shareholders, including Scatec Innovation AS, Norsk Titanium Cayman Ltd. and White Crystals Ltd., that have pre-committed to subscribe for NOK 32.25 million, NOK 11.30 million and NOK 54.15 million in the Rights Issue respectively.
White Crystals Ltd., which following the transfer of shares in the Company from Norsk Titanium Cayman Ltd. as announced on 26 January 2024, owns 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 26 January 2024, owns 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, the notice for the extraordinary general meeting on 14 December 2024 (the “EGM Notice”) and the Prospectus.
Together with certain other existing shareholders, 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 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. Further, Buntel AB has granted the Company a bridge loan of up to NOK 53,750,000 (equivalent to approx. USD 5 million) under which the Company can draw down funds to extend the Company’s cash runway until completion of the Rights Issue. The bridge loan from Buntel AB can be converted and used as payment for shares allocated in the Rights Issue, consisting of the amount actual drawn under the loan and accrued interest at the time of settlement of the share capital contribution. The loan is further described in the EGM Notice attached to the stock exchange announcement by the Company on 14 December 2023.
Financial intermediaries:
If an Existing Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Subject to applicable law, Existing Shareholders holding Shares through a financial intermediary may instruct the financial intermediary to sell some or all of their Subscription Rights, or to purchase additional Subscription Rights on their behalf. See Section 16 “Selling and transfer restrictions” in the Prospectus for a description of certain restrictions and prohibitions applicable to the sale and purchase of Subscription Rights in certain jurisdictions outside Norway.
Existing Shareholders who hold their Shares through a financial intermediary and who are Ineligible Shareholders (as defined in the Prospectus) will not be entitled to exercise their Subscription Rights but may, subject to applicable law, instruct their financial intermediary to sell their Subscription Rights transferred to the financial intermediary. As described in Section 6.8 “Subscription Rights” of the Prospectus, neither the Company nor the Manager will sell any Subscription Rights transferred to financial intermediaries.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the minimum subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 28 February 2024 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 28 February 2024.
The Offer Shares are expected to be tradable on Euronext Growth Oslo from and including 28 February 2024.
The Warrants are expected to be registered with the Norwegian Register of Business Enterprises on or about 28 February 2024 and to be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 28 February 2024.
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
For information about the Rights Issue, please contact the Manager: +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 AS:
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 the Company on LinkedIn.
– IMPORTANT NFORMATION –
Any offering of the securities referred to in this announcement will be made by means of the Prospectus which has been prepared and approved by the Norwegian Financial Supervisory Authority. 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 website of the Manager.
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 Manager is 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 its 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, and each of the Company, the Manager and its affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise. This announcement is made by and is the responsibility of, the Company. Neither the Manager nor any of its 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 Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
Kilde
) på en 5-års horisont. Spesielt nå som krig drar ut i tiden, så er Titanium en kritisk aero-space komponent som kommer til å treffe F-35 og den kommende nye space-race helt direkte.