Vis børsmeldingen
leading emerging supplier of alpha-emitters for next-generation precision cancer
treatment contemplates to carry out a private placement of new shares raising
NOK 75 million in gross proceeds and a retail offering of new shares through
PrimaryBid raising gross proceeds of up to the NOK equivalent of EUR 1 million
in order to fund increased capacity at its AlphaOne plant currently under
construction by approximately 40%.
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
“UNITED STATES”), AUSTRALIA, CANADA, 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.
The decision to expand capacity at the AlphaOne plant follows the announcement
on 16 June 2025 that Thor Medical had entered into a five-year supply agreement
for delivery of Thorium-228 to a global leader in targeted alpha therapy, which
effectively exhausts the original design capacity of AlphaOne.
The demand for Thorium-228 and its daughter isotope Pb-212 is growing faster
than earlier anticipated and is outpacing available and planned capacity
globally. To meet the increased demand from prospective and existing customers,
Thor Medical will increase the capacity of AlphaOne by approximately 40%.
The planned capacity increase at AlphaOne will take place within the original
construction timeline and allow for AlphaOne to be fully operational by the end
of the third quarter 2026. Planned production capacity after three years of
operation is expected to increase from 15,000 patient doses to 21,000 doses. The
construction of AlphaOne - which is Thor Medical’s first commercial-scale plant
for high-quality radioisotopes - started in April 2025, following a final
investment decision at the end of March 2025.
The Private Placement and PrimaryBid Offering
The Company has engaged Arctic Securities AS and DNB Carnegie, a part of DNB
bank ASA (collectively referred to as the “Managers”) to advise on and effect a
contemplated private placement in the Company of new shares (the “Private
Placement Offer Shares”) raising gross proceeds of NOK 75 million (the “Private
Placement”). The Company is also contemplating to effect a separate retail
offering in Norway, Denmark, Finland and Sweden of new shares in the Company
(the “Retail Offer Shares”), raising gross proceeds of up to the NOK equivalent
of EUR 1 million through the PrimaryBid platform (the “PrimaryBid Offering”).
The subscription price per Private Placement Offer Share and Retail Offer Share
will be at a fixed price of NOK 2.50.
In response to significantly higher than anticipated demand, the net proceeds
from the Private Placement and PrimaryBid Offering will be used to fund an
expansion of AlphaOne, Thor Medical’s first commercial-scale production facility
as well as supporting working capital needs and other corporate purposes. The
AlphaOne’s manufacturing capacity will be expanded by approximately 40%.
Construction of AlphaOne began in March 2025, and the plant is expected to be
fully operational by Q3 2026. The planned capacity expansion will not impact the
original timeline.
The Company’s largest shareholder, Scatec Innovation AS, has pre-committed to
subscribe for NOK 7.5 million in the Private Placement. In addition, the
Managers have received indications that together with the pre-commitment cover
the full deal size of the Private Placement.
Bookbuilding and application period
The application period for the Private Placement will commence today, 18 June
2025 at 16:30 (CEST) and will close on 19 June 2025 at 08:00 (CEST). The
application period for the PrimaryBid Offering will commence today, 18 June 2025
at 16:30 hours (CEST) and run until 21:00 hours (CEST) on 18 June 2025.
The Company reserves the right to shorten, close or extend the application
periods at any time at its sole discretion, without notice, or to cancel the
Private Placement and/or the PrimaryBid Offering in its entirety. If the
application periods are shortened or extended, any other dates referred to
herein may be amended accordingly.
The Private Placement is directed towards institutional investors and other
professional investors outside the United States of America (the “U.S.” or the
“United States”), subject to applicable exemptions from applicable prospectus
and registration requirements, and (b) qualified institutional buyers (“QIBs”)
in the United States as defined in, and in reliance on, Rule 144A (“Rule 144A”)
or another available exemption from the registration requirements of the U.S.
Securities Act of 1933, as amended (the “U.S. Securities Act”).
In the Private Placement, 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.
The PrimaryBid Offering comprise a retail offer of up to EUR 1 million to the
public in Norway, Denmark, Finland and Sweden, 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 PrimaryBid Offering is incidental to the Private
Placement and will in any case not be carried out if the Private Placement does
not occur.
Applications in the PrimaryBid Offering can be made through the website of
Nordnet Bank AB from commencement of the application period for the PrimaryBid
Offering and must be made before the end of the application period for the
PrimaryBid Offering.
Allocation and settlement
Allocations of the Private Placement Offer Shares will be made at the sole
discretion of the Board after consultation with the Managers. Allocation will be
based on criteria such as (but not limited to), pre-commitments, existing
ownership in the Company, timelines of the application, relative order size,
sector knowledge, investment history, perceived investor quality and investment
horizon.
The PrimaryBid Offering is incidental to the Private Placement and will in any
case be limited to a maximum of the NOK equivalent of EUR 1 million. Allocations
will be reduced at the Company’s discretion should demand exceed this limit. The
date for settlement of the Private Placement and the PrimaryBid Offering is
expected to be on or about 23 June 2025 (T+2). The settlement dates for the
Private Placement and the PrimaryBid Offering are subject to (i) any shortening
or extensions of the application periods and (ii) delivery to the Managers of
Borrowed Shares (as defined below) under a share lending agreement entered into
between the Company, the Managers and Scatec Innovation AS (the “Share Lending
Agreement”).
Delivery-versus-payment (“DVP”) settlement for both the PrimaryBid Offering and
the Private Placement will be facilitated with existing and unencumbered shares
in the Company that are already admitted to trading on Euronext Oslo Børs
pursuant to the Share Lending Agreement. Pursuant to the Share Lending
Arrangement, the Managers will borrow up to a number of shares equal to the
number of Private Placement Offer Shares and Retail Offer Shares allocated in
the Private Placement and the PrimaryBid Offering, respectively, (the “Borrowed
Shares”) to facilitate settlement on DVP basis to investors in the Private
Placement and the PrimaryBid Offering. The share lending will be settled with
new shares in the Company to be issued by the Board pursuant to the Board
Authorisation (as defined below).
Conditions of completion
Completion of the Private Placement is subject to (i) all necessary corporate
resolutions required to implement the Private Placement, including the Board
resolving to proceed with the Private Placement, allocate the Private Placement
Offer Shares and issue the Private Placement Offer Shares pursuant to the Board
Authorisation, and (ii) the Share Lending Agreement being validly entered into
and remaining unmodified and in full force and effect. The Private Placement is
not conditional on the PrimaryBid Offering.
Completion of the PrimaryBid Offering is subject to (i) completion of the
Private Placement, (ii) all necessary corporate resolutions required to
implement the PrimaryBid Offering, including the Board resolving to proceed with
the PrimaryBid Offering, allocate the Retail Offer Shares and issue the Retail
Offer Shares pursuant to the Board Authorisation, and (iii) the Share Lending
Agreement being validly entered into and remaining unmodified and in full force
and effect.
The Company will announce the number of Private Placement Offer Shares and
Retail Offer Shares to be issued and allocated in the Private Placement and the
PrimaryBid Offering, respectively, through a stock exchange notice expected to
be published before opening of the trading on Euronext Oslo Børs on 19 June
2025. The Company, in consultation with the Managers, reserves the right, at any
time and for any reason, to cancel, and/or modify the terms of, the Private
Placement and/or the PrimaryBid Offering prior to notification of allocation.
Neither the Company nor the Managers, or any of their respective directors,
officers, employees, representatives or advisors, will be liable for any losses
if the PrimaryBid Offering and/or the Private Placement, is cancelled and/or
modified, irrespective of the reason for such cancellation of modification.
Equal treatment of shareholders and subsequent offering
The Private Placement represents a deviation from the shareholders’ pre-emptive
right to subscribe for the Private Placement Offer Shares. The Board has
carefully 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 Oslo Børs 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.
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 and depending on
the participation of retail investors in the PrimaryBid Offering, 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 and taking into account the amount
allocated to the PrimaryBid Offering. Any Subsequent Offering will be directed
towards existing shareholders in the Company as of 18 June 2025 (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 Private
Placement 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.
Advisors
Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA are acting as
managers and joint bookrunners in the Private Placement.
Advokatfirmaet Selmer AS is acting as legal advisor to the Company in the
Private Placement.
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 Brede Ellingsæter, CFO & COO of Thor
Medical ASA, at the time and date stated above in this announcement.
CONTACT
Brede Ellingsæter, CFO & COO Thor Medical, +47 472 38 440,
brede.ellingseter@thormedical.com
ABOUT THOR MEDICAL ASA
Thor Medical is an emerging supplier of alpha particle emitters produced from
naturally occurring thorium. Its proprietary production process requires no
irradiation or use of nuclear reactors, and provides reliable, environmentally
friendly, cost-efficient supply of alpha-emitters for the radiopharmaceutical
industry. Thor Medical is headquartered in Oslo, Norway and listed on the Oslo
Stock Exchange under the ticker symbol ‘TRMED’.
To learn more, visit www.thormedical.no - http://www.thormedical.no -
https://www.thormedical.no.
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.
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 (the “EU Prospectus Regulation”) (together with any applicable
implementing measures in any Member State). All of the securities referred to in
this announcement has been offered by means of a set of subscription materials
provided to potential investors, except for the potential Subsequent Offering
which will be made on the basis of a listing and offering prospectus. Investors
should not subscribe for any securities referred to in this announcement except
on the basis of information contained in the aforementioned subscription
materials or for the Subsequent Offering, the prospectus.
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 “Prospectus Regulation”
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any 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.
The issue, subscription or purchase of shares or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers assume any responsibility in
the event there is a violation by any person of such restrictions. The
distribution of this release may in certain jurisdictions be restricted by law.
Persons into whose possession this release comes should inform themselves about
and observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
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. Any 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 its 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.
ATTACHMENTS
Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17848634/18570083/6218/Download%20announce
ment%20as%20PDF.pdf
Kilde
jaja, får fylle på ved 2,5 eller under