Kurs & Likviditet
Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Industri |
Industri | Industriprodukter |
2024-02-06 07:00:00
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.
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.