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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.
Oslo, 3 September 2026: Thor Medical ASA (“Thor Medical” or the “Company”), a
leading supplier of high-purity isotopes to the radiopharmaceutical industry,
has engaged ABG Sundal Collier ASA and Arctic Securities AS (collectively the "
Managers") to advise on and effect a contemplated private placement of new
shares (the “Private Placement Shares”) constituting approx. 15% of the current
outstanding shares in the Company (the “Private Placement”).
In addition to the Private Placement, the Company will conduct a separate
offering directed at retail investors (the “Retail Offering”, and the new shares
issued thereunder, the “Retail Shares”, and together with the Private Placement
Shares, the “Offer Shares”) to raise gross proceeds of up to the NOK equivalent
of EUR 1 million, subject to applicable exemptions from prospectus requirements,
to be facilitated through Nordnet Bank AB (“Nordnet”) and made through its
facilities.
The Company intends to use the net proceeds from the Private Placement and the
Retail Offering to support its entry into the US market through the
establishment of downstream production capabilities and commercial
infrastructure for Pb-212. In addition, the proceeds will be used to expand and
diversify feedstock access, as well as for working capital and other corporate
purposes.
Scatec Innovation AS, the Company’s largest shareholder and represented on the
Company’s board of directors, has pre-committed to subscribe for, and will be
allocated, Offer Shares for an amount equal to NOK 25 million at the Offer Price
(as defined below).
TIMELINE AND TERMS OF THE PRIVATE PLACEMENT
The bookbuilding period for the Private Placement commences today, on 3
September 2026 at 16:30 hours (CEST) and will end on 4 September 2026 at 08:00
hours (CEST) (the “Bookbuilding Period”). The Company reserves the right, after
consultation with the Managers, at any time and in its sole discretion, to close
or extend the Bookbuilding Period or to cancel the Private Placement in its
entirety for any reason and without notice. If the Bookbuilding Period is
shortened or extended, the other dates referred to herein may be changed
correspondingly.
The subscription price per Offer Share (the “Offer Price”) will be determined by
the Company’s board of directors (the “Board”) in consultation with the Managers
following the Bookbuilding Period.
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application amount in the Private Placement has been
set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole
discretion, allocate amounts below the NOK equivalent of EUR 100,000 in the
Private Placement to the extent of exemptions from the prospectus requirements
in accordance with applicable regulations, including the EU Prospectus
Regulation (Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017) and ancillary regulations, as implemented pursuant to
the Norwegian Securities Trading Act, are available.
The allocation and final number of Offer Shares to be issued will be determined
by the Board in consultation with the Managers following the Bookbuilding
Period. The Offer Shares (including the Retail Shares) will be issued pursuant
to the authorization to issue new shares (the “Board Authorization”) granted by
the annual general meeting of the Company held on 23 April 2026.
Settlement is expected to take place on or about 8 September 2026. The Private
Placement is expected to be settled on a delivery-versus-payment (DVP) basis by
delivery of existing and unencumbered shares in the Company that are already
listed on Euronext Oslo Børs, pursuant to a share lending agreement (the “Share
Lending Agreement”) between the Company, the Managers and Scatec Innovation AS
(the “Share Lender”). Investors allocated Offer Shares (including Retail Shares)
will thus receive tradable shares upon delivery.
The settlement date remains subject to any shortening or extension of the
Bookbuilding Period and the satisfaction of the Conditions (as defined below).
The share capital increase pertaining to the Private Placement and the Retail
Offering is expected to be registered with the Norwegian Register of Business
Enterprises on or about 10 September 2026. The new shares to be issued by the
Board will be used to settle the Managers’ redelivery obligation under the Share
Lending Agreement.
The allocation of Offer Shares will be carried out at the Board’s discretion,
based on criteria such as (but not limited to) pre-commitments, existing
ownership in the Company, price leadership, timelines of the application,
relative order size, sector knowledge, investment history, perceived investor
quality and investment horizon. There is no guarantee that any applicant will be
allocated Offer Shares.
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 pursuant to the Board Authorization, and (ii) the Share
Lending Agreement remaining unmodified and in full force and effect (jointly the
“Conditions”).
Up until notice of allocation, the Private Placement may be cancelled by the
Company, in consultation with the Managers, in its sole discretion for any
reason. Neither the Managers nor the Company will be liable for any losses if
the Private Placement is cancelled, irrespective of the reason for such
cancellation.
RETAIL OFFERING THROUGH NORDNET
To give retail investors the opportunity to participate on the same terms as
institutional investors, the Company is conducting the Retail Offering as part
of the Private Placement, facilitated through Nordnet. The Retail Offering is
open to the public in Norway and allows individual investors to subscribe for
new shares at the Offer Price, up to a maximum of the NOK equivalent of EUR 1
million in aggregate, subject to applicable exemptions from prospectus
requirements and other applicable filing and registration requirements.
The application period for the Retail Offering commences today, 3 September 2026
at 16:30 (CEST) and will run until 21:00 (CEST) on 3 September 2026 (the “Retail
Application Period”). Applications in the Retail Offering can be made through
Nordnet’s website from commencement of the Retail Application Period and must be
submitted before the end of the Retail Application Period. Further information
regarding payment and delivery in respect of the Retail Offering is available
at: www.nordnet.no/aksjer/ipo-emisjon - http://www.nordnet.no/aksjer/ipo-emisjon
.
Information regarding the Retail Offering will be available around 16:45 (CEST)
on 3 September 2026. The Retail Offering will not be carried out if the Private
Placement is not completed. The Private Placement is not conditional on the
Retail Offering.
Each applicant in the Retail Offering accepts the following by placing an
application through Nordnet’s platform: an investment in the Retail Shares is
made solely at the applicant’s own risk and is based on the applicant’s own
assessment of the Company and the Retail Shares. An investment in the Retail
Shares is only suitable for investors who can afford to lose the investment
amount. No prospectus or other document providing a similar level of disclosure
has been prepared in connection with the Retail Offering.
Allocation of Retail Shares in the Retail Offering will be determined by the
Board at its sole discretion following the expiry of the Retail Application
Period. The Retail Offering is limited to a maximum total amount of the NOK
equivalent of EUR 1 million. Allocations will be reduced at the Board’s
discretion should demand exceed this limit.
Up until notice of allocation, the Retail Offering may be cancelled by the
Company, in consultation with the Managers, in its sole discretion for any
reason. Neither the Managers nor the Company will be liable for any losses if
the Retail Offering is cancelled, irrespective of the reason for such
cancellation.
EQUAL TREATMENT CONSIDERATIONS AND SUBSEQUENT 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 and the Norwegian Securities Trading
Act. 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 the Retail
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 in the Retail Offering. Any Subsequent Offering will be
directed towards existing shareholders in the Company as of 3 September 2026 (as
registered in the VPS two trading days thereafter), who (i) were not allocated
Private Placement Shares and (ii) 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 (if proposed). The Company will issue a separate stock
exchange announcement with further details on the Subsequent Offering if and
when finally resolved.
ADVISORS
ABG Sundal Collier ASA and Arctic Securities AS 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.
CONTACT
Mathias Nilsen Reierth, Head of Communications and Corporate Affairs, +47 988 05
724, mathias.reierth@thormedical.com.
ABOUT THOR MEDICAL
Thor Medical is a leading supplier of high-purity isotopes to the
radiopharmaceutical industry. The Company’s proprietary production platform
combines advanced separation technology with industrial-scale manufacturing
capacity to deliver a reliable, scalable and cost-efficient supply of
alpha-emitting radioisotopes. Thor Medical supports radiopharmaceutical
companies from early-stage development to commercialization, enabling scale-up
of next-generation targeted cancer therapies.
Thor Medical’s product portfolio includes lead-212 (Pb-212) and its precursor
isotopes thorium-228 (Th-228) and radium-224 (Ra-224). Based on naturally
occurring thorium, Thor Medical’s production process requires neither
irradiation nor nuclear reactors, providing significant cost advantages while
minimizing radioactive waste.
Guided by its vision to become a world-leading enabler for targeted cancer
therapies, Thor Medical is committed to improving millions of lives by powering
the next generation of precision cancer treatment with high-purity isotopes.
Thor Medical is headquartered in Oslo, Norway, and listed on the Oslo Stock
Exchange under the ticker symbol TRMED. For more information, visit
www.thormedical.com - http://www.thormedical.com.
IMPORTANT INFORMATION
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 of the Norwegian Securities Trading Act. The stock
exchange announcement was published by Mathias Nilsen Reierth, Head of
Communications and Corporate Affairs of Thor Medical ASA, 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.
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 have been offered by means of a set of subscription materials
provided to potential investors. Investors should not subscribe for any
securities referred to in this announcement except on the basis of information
contained in the aforementioned subscription materials.
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 directed at and is only being distributed to persons
who are “qualified investors” as defined in paragraph 15 of Schedule 1 to the
Public Offers and Admissions to Trading Regulations 2024, and who are: (i)
persons having professional experience in matters relating to investments who
fall within the definition of “investment professionals” in 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 falling within Article
49(2)(a) to (d) of the Order; or (iii) are other persons to whom it may
otherwise lawfully be communicated (all such persons being “Relevant Persons”).
The requirement to provide an approved prospectus in accordance with the
requirement under section 85 of the Order does not apply as the minimum
denomination of and purchase of the Offer Shares exceeds EUR 100,000 or an
equivalent amount. Consequently, the investors understands that the Offer Shares
may be offered only to “qualified investors” for the purposes of sections 86(1)
and 86(7) FSMA, or to limited numbers of UK investors, or only where minima are
placed on the consideration or denomination of securities that can be made
available. Any investment or investment activity to which this Announcement
relates is only available to, and will only be engaged in with, Relevant Persons
and each UK Applicant warrants that it is a relevant person. Any person who is
not a Relevant Person should not act or rely on this communication or its
contents.
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 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. 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
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https://kommunikasjon.ntb.no/ir-files/17848634/19051077/16864/Download%20announc
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