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2024-08-28 Kvartalsrapport 2024-Q2
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Beskrivning

LandNorge
ListaEuronext Growth Oslo
SektorIndustri
IndustriIndustriprodukter
Norsk Titanium är verksamma inom metallindustrin. Bolaget erbjuder produkter och tjänster som utvecklats i samarbete med företagets kunder och innefattar huvudsakligen titanium och övriga konstruktionslösningar. Verksamheten drivs via flertalet produktionsanläggningar med störst närvaro inom Europa och Nordamerika. Kunderna återfinns inom varierande sektorer. Huvudkontoret ligger i Oslo, Norge.
2024-04-29 16:37:25
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.

Oslo, 29 April 2024: Norsk Titanium AS ("Norsk Titanium" or the "Company") has
engaged Carnegie AS, as sole global coordinator and joint bookrunner, and Arctic
Securities AS, as joint bookrunner, (together the "Managers") to advise on and
effect a contemplated private placement of new shares directed towards Norwegian
and international investors after the close of trading on Euronext Growth Oslo
today (the "Private Placement").

In the Private Placement, the Company is offering a number of new shares (the
"Offer Shares") with a subscription price fixed at NOK 2.50 (the "Offer Price")
to raise up to NOK 220 million, equivalent to approximately USD 20 million in
gross proceeds.

The Private Placement consists of two tranches, one tranche with up to
53,703,630 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 Company intends to use the net proceeds from the Offer Shares to fund
current operations, working capital and cash requirements, and further
strengthen the balance sheet to transition development efforts into long-term
serial production contracts for deliveries to major customers in the commercial
aerospace, industrial, and defense sectors.

Global Portfolio Investments, the family office of the Dominguez family from
Spain (the "Anchor") has pre-committed to subscribe for and be allocated Offer
Shares in the Private Placement for a total amount of NOK 98 million.

Book-building period

The final number of Offer Shares to be issued in the Private Placement will be
determined by the Company's Board of Directors (the "Board") following an
accelerated book-building process. The application period will commence today,
29 April 2024 at 16:30 CEST and close on or before 30 April 2024 at 08:00 CEST
(the "Application Period"). The Company, together with the Managers, reserve the
right to close or extend the Application Period at any time at their sole
discretion, or to cancel the Private Placement in its entirety. If the
Application Period is shortened or extended, any other dates referred to herein
may be amended accordingly.

The Private Placement will be directed towards Norwegian and international
investors, 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 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.

Allocation and settlement

The Anchor, having pre-committed to subscribe for Offer Shares, will receive
full allocation according to its pre-committed amount. Other allocations of
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), existing ownership in the Company, timelines of the application, relative
order size, sector knowledge, investment history, perceived investor quality and
investment horizon.

The Anchor will receive its entire or parts of the allocation of Offer Shares in
Tranche 2, while the other applicants will receive allocation in Tranche 1.

The date for settlement of Tranche 1 of the Private Placement is expected to be
on or about 3 May 2024 (T+2) and the date for settlement of Tranche 2 of the
Private Placement is expected to be on or about 16 May 2024 (T+2), following
approval of Tranche 2 of the Private Placement by the general meeting of the
Company (the "GM"), expected to be held on or about 14 May 2024. The settlement
date for both tranches are subject to (i) any shortening or extensions of the
Application Period and (ii) delivery to the Managers of Borrowed Shares (as
defined below) under a share lending agreement entered into between the Managers
and Scatec Innovation AS (the "Share Lending Agreement").

Delivery-versus-payment ("DVP") settlement for both Tranche 1 and Tranche 2 will
be facilitated with existing and unencumbered shares in the Company that are
already admitted to trading on Euronext Growth pursuant to the Share Lending
Agreement.

Under the Share Lending Arrangement, Carnegie AS, on behalf of the Managers,
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 (the "GM Share Issue").

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 Managers 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 NRBE 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.

The Company will announce the number of Offer Shares to be issued and allocated
in the Private Placement through a stock exchange notice expected to be
published before opening of the trading on Euronext Growth Oslo on 30 April
2024. 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 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
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.

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 Private Limited Companies Act, the Norwegian Securities Trading
Act, the rules on equal treatment under Oslo Rule Book II for companies listed
on Euronext Growth Oslo 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. It has also been taken into
consideration that the Private Placement will not result in a significant
dilution of existing shareholders and that is based on a publicly announced
accelerated bookbuilding process.

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, 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. Any Subsequent Offering will be directed
towards existing shareholders in the Company as of 29 April 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 Norsk Titanium, while
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.

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 Anne Lene Gullen Bråten, Director Finance
of Norsk Titanium AS, at the time and date stated above in this announcement.

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

About Norsk Titanium:

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 us on LinkedIn.
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.

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 their 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.