Norsk Titanium AS: Private Placement Successfully Completed
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10 November 2022. Reference is made to the stock exchange announcement by Norsk Titanium AS (“Norsk Titanium” or the “Company”) on 10 November 2022 regarding a contemplated private placement of new shares in the Company through an accelerated book-building process (the “Private Placement”).
Norsk Titanium is pleased to announce that the Private Placement has been successfully completed, raising approximately NOK 75 million, equivalent to USD 7.4 million, in gross proceeds through the allocation of 27,777,780 new shares (the "New Shares") at a subscription price of NOK 2.7 per share (the "Subscription Price") which represents a 10% discount to the last closing price on Euronext Growth Oslo.
The Company intends to use the net proceeds from the New Shares to;
- Strengthen the balance sheet to transition development efforts into long term serial production contracts for deliveries to the semiconductor, commercial aerospace, and defence industries
- To give the company a runway to continue to evaluate either investment by strategics or other opportunities that make strategic sense and secures funding
The book-building period for the Private Placement closed after close of trading on Euronext Growth Oslo today. The New Shares will be settled through a delivery versus payment transaction on a regular T+2 basis with existing and unencumbered shares in the Company that are already traded on Euronext Growth Oslo pursuant to a share lending arrangement between the Company, the Managers and Scatec Innovation AS as lender (the "Share Loan"). The Share Loan will be settled by the Managers with new shares in the Company, which were resolved by the Company's Board of Directors (the "Board") at a Board meeting held on 10 November 2022, based on the authorisation granted to the Board at the Company's Annual General Meeting on 20 April 2022
Existing shareholders were allocated New Shares in accordance with their pre-commitments, distributed as follows: i) USD 3.5 million from Norsk Titanium Cayman Ltd., (ii) USD 2.3 million from Scatec Innovation AS, and (iii) USD 0.2 million from Disruptive Innovation Fund, L.P. (Rose Park Advisors).
Notification of allotment of the New Shares and payment instructions is expected to be sent to the applicants through a notification from the Managers on 11 November 2022. Settlement of the New Shares towards investors will be made on a delivery versus payment basis on 15 November 2022 (T+2 settlement).
Following registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 19,173,933.20 divided into 239,674,165 shares, each with a par value of NOK 0.08.
Completion of the Private Placement implies a deviation from the existing shareholders' pre-emptive rights to subscribe for and be allocated new shares. The Board has carefully considered such deviation and has resolved that the Private Placement is in the best interests of the Company and its shareholders. In reaching this conclusion, the Board has among other things considered the limited discount of the New Shares compared to the market price of the Company's shares, the availability of capital markets financing in a timely manner and the necessity for the Company to realize its communicated targets in line with its approved strategy. The Board has also taken into account that the Subscription Price in the Private Placement is based on the investor interest obtained following a pre-sounding of the Private Placement with wall-crossed investors and a publicly announced accelerated book -building process.
Carnegie AS and Skandinaviska Enskilda Banken AB (publ) are acting as Joint Bookrunners in connection with the Private Placement. Advokatfirmaet Selmer AS is acting as legal advisor to Norsk Titanium, while Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
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 700 MT of production capacity, 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.
For more information, please contact:
John Andersen, Chairman of Norsk Titanium AS
Email: John.Andersen@scatec.no Tel: +47 90 17 40 80
Mike Canario, President and CEO of Norsk Titanium
Email: Michael.Canario@norsktitanium.com Tel: +1 518 324 4010
Ashar Ashary, VP Finance Norsk Titanium AS
Email: Ashar.Ashary@norsktitanium.com Tel: +1 518 556 8966
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.
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 expression "Prospectus Regulation" means (EU) 2017/1129 of the European Parliament and of the Council, of 14 June 2017, as amended Regulation, on the prospectus to be published when securities are offered to the public (together with any applicable implementing measures in any EEA 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.
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. 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 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.
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