Oslo, 11 December 2024: Thor Medical ASA (the “Company”) has engaged Carnegie AS as sole bookrunner (the “Manager”) to advise on and effect a contemplated private placement of new shares for approximately NOK 150 million directed towards Norwegian and international investors after the close of trading on Euronext Oslo Børs today (the “Private Placement”). The Company is also contemplating to effect a retail offering in Norway, Denmark and Finland and Sweden of new shares up to the NOK equivalent of EUR 2.5 million via the PrimaryBid platform (the “PrimaryBid Offering”) (together with the new shares in the contemplated private placement, the “Offer Shares”).
The Offer Shares will be offered at a fixed subscription price of NOK 2.50 (the “Offer Price”).
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The Private Placement will be settled in two tranches, one tranche with up to approximately 35 million Offer Shares based on the existing Board authorisation to issue shares granted by the general meeting of the Company on 11 April 2024 (the “Board Authorisation”) (“Tranche 1”) and a second tranche conditional on approval by the general meeting of the Company with a number of Offer Shares which results in a total transaction (i.e., both tranches) that equals the final offer size (“Tranche 2”).
The PrimaryBid Offering will consist of one tranche and the issuance of the Offer Shares in the PrimaryBid Offering will be based on the Board Authorization. Subscriptions for Offer Shares in the PrimaryBid Offering are exclusively made in Norway, Denmark, Finland and in Sweden through the facilities of Nordnet Bank AB, which is PrimaryBid’s partner in these geographies.
The net proceeds from the Private Placement and the PrimaryBid Offering will be used to towards financing the equity portion of AlphaOne, the Company’s first commercial-scale plant for production of high-quality radioisotopes for cancer treatment, as well as supporting working capital needs and other corporate purposes. Provided successful completion of the transaction and execution of indicative offers for loan and working capital financing, the AlphaOne plant will be fully funded through commissioning and production ramp-up to supply radioisotopes under existing- and future sales agreements, securing the Company cash-positive operations. A final investment decision (“FID”) for AlphaOne is planned for the end of the first quarter 2025, upon completion of ongoing procurement and engineering work.
The Manager has received pre-commitments to subscribe in the Private Placement from
• Scatec Innovation AS, represented on the board by John Andersen, NOK 30 million,
• Jasper Kurth (CEO), NOK 1 million,
• Brede Ellingsæter (CFO), NOK 1 million,
• Sindre Hassfjell (CTO), NOK 0.2 million,
• Alf Bjørseth (Co-Founder and SVP Business Development), NOK 1 million
• Ludvik Sandnes (CoB), NOK 0.35 million, and
• Kistefos AS, NOK 25 million, (together the “Pre-committing Investors”)
In addition the Manager have received indications that together with the pre-commitments cover the full deal size.
Bookbuilding and application period
The bookbuilding period for the Private Placement will commence today, 11 December 2024 at 16:30 (CET) and will close on 12 December 2024 at 08:00 (CET). The application period for the PrimaryBid Offering will commence today, 11 December 2024 at 16:30 hours (CET) and run until 21:00 hours (CET) on 11 December 2024.
The Company reserves the right to shorten, close or extend the bookbuilding and the application period 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 Period is 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 2.5 million to the public in Norway 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. In the PrimaryBid Offering, the maximum allocation amount to Norwegian investors is the NOK equivalent to EUR 1 million and the maximum allocation amount to Finnish investors is the NOK equivalent to EUR 1 million. 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. The Private Placement is not conditional on the PrimaryBid Offering.
Applications in the PrimaryBid Offering can be made through the website of Nordnet Bank AB from commencement of the application period for the Retail Offering and must be made before the end of the application period for the PrimaryBid Offering.
Allocation and settlement
Allocations of Offer Shares will be made at the sole discretion of the Board after consultation with the Manager. Allocation will be based on criteria such as (but not limited to), existing ownership in the Company, timelines of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon.
Allocations of Offer Shares in the Private Placement to investors are expected to be split between Tranche 1 and Tranche 2 on a pro rata basis between the investors, however with preferential right to receive shares in Tranche 1 for all other investors than the pre-committing investors. Completion of Tranche 2 will be subject to approval by an extraordinary general meeting of the Company expected to be held on or about 3 January 2025 (the “GM”).
Allocations and issuance of the Offer Shares in the PrimaryBid Offering will be settled by the Board Authorization.
The date for settlement of Tranche 1 of the Private Placement and the PrimaryBid Offering is expected to be on or about 16 December 2024 (T+2) and the date for settlement of Tranche 2 of the Private Placement is expected to be on or about 7 January 2025 (T+2), following approval of Tranche 2 of the Private Placement by the GM of the Company, expected to be held on or about 3 January 2025. The settlement dates for both tranches and the PrimaryBid Offering are subject to (i) any shortening or extensions of the Application Period and (ii) delivery to the Manager of Borrowed Shares (as defined below) under a share lending agreement entered into between the Manager and Scatec Innovation AS (the “Share Lending Agreement”).
Delivery-versus-payment (“DVP”) settlement for both the PrimaryBid Offering, Tranche 1 and Tranche 2 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. Under the Share Lending Arrangement, Carnegie AS, on behalf of the Manager, will borrow up to a number of shares from Scatec Innovation AS equal to the number of Offer Shares allocated in the Private Placement (the “Borrowed Shares”) to facilitate settlement on DVP basis to investors in the Private Placement. The share lending will be settled with new shares in the Company to be issued (i) by the Board pursuant to the Board Authorisation, and (ii) by the GM resolving to issue a number of Offer Shares equal to the remaining number of Borrowed Shares borrowed from Scatec Innovation AS.
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 Offer Shares and issue the Offer Shares in Tranche 1 pursuant to the Board Authorization, and (ii) the Share Lending Agreement entered into between the Manager and Scatec Innovation AS being validly entered into and remaining unmodified and in full force and effect. In addition, the completion of Tranche 2 of the Private Placement is conditional on the GM resolving to issue the Tranche 2 shares, the share capital increase pertaining to the issuance of the Offer Shares in Tranche 2 being validly registered with the Norwegian Registry of Business Enterprises and the Offer Shares in Tranche 2 to be registered in the VPS. Completion of Tranche 1 is not conditional upon completion of Tranche 2. The settlement of Offer Shares under Tranche 1 will remain final and binding and cannot be revoked, cancelled or terminated if Tranche 2 is not completed.
Completion of the PrimaryBid Offering is subject to (i) all necessary corporate resolutions required to implement the PrimaryBid Offering, including the Board resolving to proceed with the PrimaryBid Offering, allocate the Offer Shares and issue the Offer Shares in the PrimaryBid Offering pursuant to the Board Authorization, and (ii) the Share Lending Agreement entered into between the Manager and Scatec Innovation AS being validly entered into and remaining unmodified and in full force and effect.
The Company will announce the number of Offer Shares to be issued and allocated in the Private Placement and the PrimaryBid Offering through a stock exchange notice expected to be published before opening of the trading on Euronext Oslo Børs on 12 December 2024. The Company, in consultation with the Manager, reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to notification of allocation of Offer Shares. Neither the Company nor the Manager, 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 as a whole (including Tranche 1), or just Tranche 2, is cancelled and/or modified, irrespective of the reason for such cancellation of modification.
The Company will publish a prospectus for the listing of the Tranche 2 Offer Shares to be redelivered to the Share Lenders, subject to approval by the GM, as well as the offer and listing of new shares in connection with the Subsequent Offering (as defined herein and if applicable) (the “Prospectus”). Publication of the Prospectus is subject to approval of the Prospectus by the Norwegian Financial Supervisory Authority, expected during January 2024. If the Prospectus is not approved before the GM, the Tranche 2 Offer Shares will be issued under a separate ISIN and will only be tradable on Euronext Oslo Børs after the Prospectus has been published.
Equal treatment considerations and potential subsequent repair offering
The Private Placement represents a deviation from the shareholders’ pre-emptive right to subscribe for the 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 11 December 2024 (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.
Advisors
Advokatfirmaet Selmer AS is acting as legal advisor to Thor Medical ASA.
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 of Thor Medical ASA, at the time and date stated above in this announcement.
Contacts
Brede Ellingsæter, CFO, Thor Medical ASA, +47 472 38 440, brede.ellingseter@thormedical.com
ABOUT THOR MEDICAL ASA
Thor Medical is an emerging supplier of radionuclides, primarily alpha particle emitters, 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 - 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 subsequent repair 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 repair 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 Manager 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 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 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 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.
Kilde
