Norsk Titanium AS: Grant of RSUs and Performance shares under LTIP and exercise of RSUs and share capital increase
Oslo, Norway, 17 January 2023: Reference is made to the stock exchange announcement on 14 December 2021 where Norsk Titanium AS ("Norsk Titanium" or the "Company") announced that the general meeting of the Company had resolved to implement a long term incentive program (the "LTIP"). In connection with the LTIP, the board of directors was authorised to administrate the LTIP and to increase the Company's share capital in order to execute the LTIP.
Participants in the Company's LTIP have on 17 January 2023 exercised a total of 680,248 Restricted Share Units ("RSU's").
Each RSU gives a right to acquire one share in the Company at a subscription price equal to the nominal value of the shares, being NOK 0.08. The RSUs are described in note 7.5 in Norsk Titanium's annual financial statements for 2021. The Company has resolved to settle 104,209 RSUs with cash consideration to allow the beneficiaries to settle taxes. The remaining 576,039 RSUs exercised will be settled by issuance of new shares in the Company.
Following the exercise, the Board of Directors, pursuant to authorisation granted by the Company's Annual General Meeting, has decided to increase the Company’s share capital by NOK 46,083.12 by issuing 576,039 new shares, of par value NOK 0.08. Subsequent to the transaction, Norsk Titanium's share capital will be NOK 19,220,016.32 divided into 240,250,204 shares, each share having a par value of NOK 0.0.8 and carrying one vote in the Company’s general meeting.
The following RSUs are exercised by primary insiders:
- 29,062 RSUs are exercised by primary insider of the Company Michael Canario, Chief Executive Officer and President
- 28,280 RSUs are exercised by primary insider of the Company Carl Johnson, Chief Technology Officer
- 29,128 RSUs are exercised by primary insider of the Company Ashar Ashary, Chief Financial Officer
- 18,519 RSUs are exercised by primary insider of the Company Gail Balcerzak, Chief Legal and People Officer
- 38,203 RSUs are exercised by primary insider of the Company Nicholas Mayer, Vice President, Commercial
- 22,336 RSUs are exercised by primary insider of the Company Odd Terje Lium, Vice President, Engineering
- 12,770 RSUs are exercised by primary insider of the Company Steve Eaton, Vice President, Operations
- 5,349 RSUs are exercised by primary insider of the Company Anne Lene Gullen Bråten, Director Finance
- 54,558 RSUs are exercised by primary insider of the Company Khazeem Adesokan, Vice President, Quality
In addition, according to the authorisation the board of directors resolved to make a new total grant of 3,413,032 RSUs and performance shares ("Performance Shares") in accordance with the LTIP. The total number of RSUs and Performance Shares granted by the board of directors equals 1.4% of total shares issued in the Company.
The granted RSUs are subject to a time-based vesting. Of the total granted, 914,482 will vest rateably on each of the first three anniversaries of the grant date. Vesting of the Performance Shares is based on the achievement of financial or other performance goals. The number of Performance Shares that vest will be decided by the board of directors after year end 2025 with vesting on 17 January 2026. RSUs and Performance Shares are automatically exercised at vesting with an exercise price corresponding to the par value of the shares being NOK 0.08.
Of the total grant the following was granted to primary insiders:
- Michael Canario was granted 129,576 RSUs and 388,729 Performance Share
- Carl Johnson was granted 40,840 RSUs and 122,522 Performance Shares
- Ashar A. Ashary was granted 49,362 RSUs and 148,087 Performance Shares
- Gail A. Balcerzak was granted 56,056 RSUs and 168,079 Performance Shares
- Nicholas Mayer was granted 46,528 RSUs and 139,586 Performance Shares
- Odd Terje Lium was granted 29,410 RSUs and 88,231 Performance Shares
- Stephen Eaton was granted 42,575 RSUs and 127,725 Performance Shares
- Anne Lene Gullen Bråten was granted 14,372 RSUs and 43,117 Performance Shares
- Khazeem Adesokan was granted 38,173 RSUs and 114,520 Performance Shares
Primary insider notifications pursuant to the market abuse regulation article 19 are attached.
For more information, please contact:
John Andersen, Chairman of Norsk Titanium AS
Tel: +47 90 17 40 80
Mike Canario, President and CEO of Norsk Titanium
Tel: +1 518 324 4010
Ashar Ashary, CFO Norsk Titanium AS
Tel: +1 518 556 8966