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 AMERICAAND THE DISTRICT OF COLUMBIA) ( THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONGSPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Norsk Titanium AS: Contemplated private placement Oslo, 10 November 2022. Norsk Titanium AS("Norsk Titanium" or the "Company") has engaged Carnegie ASand Skandinaviska Enskilda Banken AB(publ) (collectively the "Managers") to advise on and impact a contemplated private placement of latest shares directed in the direction of Norwegian and worldwide traders after the shut of buying and selling on Euronext Growth Oslo at this time (the "Private Placement"). In the Private Placement, the Company is providing quite a few new shares (the "New Shares") to lift gross proceeds within the vary of USD 6to 10 million, equal to NOK 62.6to 104.3 million. The Company intends to make use of the online proceeds from the New Shares to: o Strengthen the steadiness sheet to transition improvement efforts into long run serial manufacturing contracts for deliveries to the semiconductor, industrial aerospace, and defence industries. o To give the corporate a runway to proceed to judge both funding by strategics or different alternatives that make strategic sense and secures funding. Existing shareholders have undertaken to subscribe for and be allotted New Shares for a complete quantity of USD 6 million( NOK 62.6 million) within the Private Placement, distributed as follows: i) USD 3.5 millionfrom Norsk Titanium Cayman Ltd., (ii) USD 2.3 millionfrom Scatec Innovation AS, and (iii) USD 0.2 millionfrom Disruptive Innovation Fund, L.P.( Rose Park Advisors). The closing variety of New Shares to be issued and the worth per New Share within the Private Placement can be decided by the Company's Board of Directors following an accelerated book-building course of. The book-building interval within the Private Placement will start at this time, 10 November 2022at 16:30 CETand shut on 11 November 2022at 08:00 CET. The Company, along with the Managers, reserve the precise to shut or prolong the book-building interval at any time at their sole discretion, or to cancel the Private Placement in its entirety. If the book-building interval is shortened or prolonged, every other dates referred to herein could also be amended accordingly. The Private Placement can be directed in the direction of Norwegian and worldwide traders, in every case topic to an exemption being accessible from prospectus necessities and every other submitting or registration necessities within the relevant jurisdictions and topic to different promoting restrictions. The minimal utility and allocation quantity have been set to the NOK equal of EUR 100,000. The Company might, nevertheless, at its sole discretion, allocate shares similar to an quantity beneath EUR 100,000to the extent relevant exemptions from the prospectus requirement pursuant to Regulation (EU) 2017/1129 of the European Parliamentand of the Council, of 14 June 2017on the prospectus to be printed when securities are provided to the general public as applied in Norwayin accordance with Section 7-1 of the Norwegian Securities Trading Act and different relevant rules can be found. Completion of the Private Placement is conditional upon the next (the "Conditions") (i) all mandatory company resolutions for consummating the Private Placement being validly made by the Company, together with with out limitation related approvals and resolutions by the Board of Directors, and (ii) the New Shares having been validly issued (by registration of the share capital enhance pertaining to the issuance of the New Shares within the Norwegian Registerof Business Enterprises) and delivered within the VPS. The Company will announce the variety of New Shares to be issued and allotted within the Private Placement by means of a inventory trade discover anticipated to be printed earlier than opening of the buying and selling on Euronext Growth Oslo on 11 November 2022. The New Shares can be settled by means of a supply versus fee transaction on a daily T+2 foundation with current and unencumbered shares within the Company that are already traded on Euronext Growth Oslo pursuant to a share lending association between the Company, the Managers and Scatec Innovation AS as lender (the "Share Loan"). The allotted New Shares can be delivered to the applicant's VPS account as quickly as practicable after full fee has been acquired and the Conditions for the Private Placement have been met. The Managers will settle the Share Loan with new shares within the Company to be resolved issued by decision of the Board of Directors pursuant to an authorisation granted to it by the final assembly of the Company on 20 April 2022. The Board of Directors will observe its obligations of equal therapy of shareholders beneath Rule Book II for issuers with shares admitted to buying and selling on Euronext Growth Oslo and the Oslo Stock Exchange'sGuidelines on the principles of equal therapy. It is the Company's evaluation that the Private Placement is in the perfect curiosity of the Company and its shareholders. Advokatfirmaet Selmer ASis appearing as authorized advisor to Norsk Titanium, whereas Advokatfirmaet Wiersholm ASis appearing as authorized advisor to the Managers. For extra data, please contact: John Andersen, Chairman of Norsk Titanium Email: [email protected] Tel: +47 90 17 40 80 Mike Canario, President and CEO Norsk Titanium Email: [email protected] Tel: +1 518 324 4010 Ashar Ashary, VP Finance Norsk Titanium Email: [email protected] Tel: +1 518 556 8966 About Norsk Titanium: Norsk Titanium is a worldwide chief in metallic 3D printing, innovating the way forward for metallic manufacturing by enabling a paradigm shift to a clear and sustainable manufacturing course of. With its proprietary Rapid Plasma Deposition® (RPD®) expertise and 700 MTof manufacturing capability, Norsk Titanium gives cost-efficient 3D printing of value-added metallic components to a big addressable market. RPD® expertise makes use of considerably much less uncooked materials, power, and time than conventional energy-intensive forming strategies, presenting clients with an alternative to raised handle enter prices, logistics, and environmental impression. RPD® printed components are already flying on industrial plane, and Norsk Titanium has gained important traction with giant protection and industrial clients. For the most recent information, go to www.norsktitanium.com or comply with us on LinkedIn. Important discover: This data is taken into account to be inside data pursuant to the EU Market Abuse Regulation (MAR) and is topic to the disclosure necessities pursuant to Section 5-12 the Norwegian Securities Trading Act. The inventory trade announcement was printed by Anne Lene Gullen Bråten, Director Finance of Norsk Titanium AS, on the time and date acknowledged above on this announcement. This announcement shouldn't be and doesn't type part of any provide to promote, or a solicitation of a proposal to buy, any securities of the Company. Copies of this announcement aren't being made and might not be distributed or despatched into any jurisdiction by which such distribution can be illegal or would require registration or different measures. The securities referred to on this announcement haven't been and won't be registered beneath the U.S.Securities Act of 1933, as amended (the "Securities Act"), and accordingly might not be provided or offered in the United Statesabsent registration or an relevant exemption from the registration necessities of the Securities Act and in accordance with relevant U.S.state securities legal guidelines. The Company doesn't intend to register any a part of the providing in the United Statesor to conduct a public providing of securities in the United States. Any sale in the United Statesof the securities talked about on this announcement will be made solely to "certified institutional consumers" as outlined in Rule 144A beneath the Securities Act. In any EEA Member State, this communication is just addressed to and is just directed at certified traders in that Member State throughout the which means of the Prospectus Regulation, i.e., solely to traders who can obtain the provide with out an authorised prospectus in such EEA Member State. The expression "Prospectus Regulation" means (EU) 2017/1129 of the European Parliamentand of the Council, of 14 June 2017, as amended Regulation, on the prospectus to be printed when securities are provided to the general public (along with any relevant implementing measures in any EEA Member State. This communication is just being distributed to and is just directed at individuals within the United Kingdomwhich might be (i) funding professionals falling inside Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) excessive web value entities, and different individuals to whom this announcement might lawfully be communicated, falling inside Article 49(2)(a) to (d) of the Order (all such individuals collectively being known as "related individuals"). This communication should not be acted on or relied on by individuals who aren't related individuals. Any funding or funding exercise to which this communication relates is out there just for related individuals and can be engaged in solely with related individuals. Persons distributing this communication should fulfill themselves that it's lawful to do so. Matters mentioned on this announcement might represent forward-looking statements. Forward-looking statements are statements that aren't historic details and could also be recognized by phrases akin to "imagine", "anticipate", "anticipate", "technique", "intends", "estimate", "will", "might", "proceed", "ought to" and related expressions. The forward-looking statements on this launch are based mostly upon numerous assumptions, a lot of that are based mostly, in flip, upon additional assumptions. Although the Company imagine that these assumptions had been affordable when made, these assumptions are inherently topic to important recognized and unknown dangers, uncertainties, contingencies and different necessary elements which are troublesome or inconceivable to foretell, and are past their management. Actual occasions might differ considerably from any anticipated improvement as a consequence of a quantity of things, together with with out limitation, adjustments in public sector funding ranges, adjustments within the common financial, political and market circumstances within the markets by which the Company operates, the Company's capability to draw, retain and inspire certified personnel, adjustments within the Company's capability to interact in commercially acceptable acquisitions and strategic investments, and adjustments in legal guidelines and regulation and the potential impression of authorized proceedings and actions. Such dangers, uncertainties, contingencies and different necessary elements may trigger precise occasions to vary materially from the expectations expressed or implied in this launch by such forward-looking statements. The Company doesn't make any assure that the assumptions underlying the forward-looking statements on this announcement are free from errors nor does it settle for any accountability for the future accuracy of the opinions expressed on this announcement or any obligation to replace or revise the statements on this announcement to mirror subsequent occasions. You mustn't place undue reliance on the forward-looking statements in this announcement. The data, opinions and forward-looking statements contained on this announcement communicate solely as at its date, and are topic to alter with out discover. The Company doesn't undertake any obligation to evaluation, replace, verify, or to launch publicly any revisions to any forward-looking statements to mirror occasions that happen or circumstances that come up in relation to the content material of this announcement. Neither the Managers nor any of their associates makes any illustration as to the accuracy or completeness of this announcement and none of them accepts any accountability or legal responsibility for the contents of this announcement or any issues referred to herein. This announcement is for data functions solely and isn't to be relied upon in substitution for the train of impartial judgment. It shouldn't be meant as funding recommendation and not at all is it for use or thought of as a proposal to promote, or a solicitation of a proposal to purchase any securities or a advice to purchase or promote any securities of the Company. Neither the Managers nor any of its associates accepts any legal responsibility arising from the usage of this announcement. The distribution of this announcement and different data could also be restricted by regulation in sure jurisdictions. Persons into whose possession this announcement or such different data ought to come are required to tell themselves about and to look at any such restrictions.
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