NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Nordic Technology Group AS (the "Company" or "NTG") hereby announces a
contemplated private placement of new shares in the Company (the "Offer
Shares") of minimum NOK 66.9 million and up to NOK 75 million (the "Private
Placement"). The Company has received pre-commitments for Offer Shares to
cover the lower end of the range. The Company has engaged Arctic Securities AS
as manager (the "Manager") to advise on and effect the contemplated Private
Placement.
The price per Offer Share (the "Subscription Price") will be NOK 1.00 per
share. The final number of Offer Shares to be issued in the Private Placement
will be determined by the board of directors of the Company (the "Board") in
consultation with the Manager after closing of the application period.
The Private Placement consists of (i) a tranche of NOK 46.9-55 million to be
settled in cash and (ii) a tranche of NOK 20 million to be settled through
conversion of debt. Televenture Capital AS and Televenture Management XII AS
(together, "Televenture") has provided certain loans to the Company with total
outstanding amounts, including accrued interests, of minimum NOK 20 million,
which will be partly set-off against Televenture's payment obligation for the
Offer Shares in the Company as part of, and on the same terms as, the Private
Placement. The Televenture entities are persons closely associated with the
Company's CEO, Rune Rinnan.
The Company has received binding subscriptions for Offer Shares to be settled
in cash that covers the lower end of the range from Songa Capital AS (NOK 15
million), Altitude AS (NOK 10 million), JAMA Holding AS (NOK 5 million), Skips
AS Tudor (NOK 5 million), S. Munkhaugen AS (NOK 4 million), Haadem Invest AS
(NOK 3.5 million), Lani Invest AS (NOK 2 million), Lave AS (NOK 1.2 million)
and August Industrier AS (NOK 1.2 million). August Industrier AS is a person
closely associated with the Company's chairperson, Henrik Christensen. As
consideration, the above-mentioned investors and Televenture will receive a
commission equal to 5% of their respective subscription amount, which will be
payable in new shares in the Company at the same price as the Subscription
Price, i.e. a total of 3,345,000 shares (the "Guarantee Shares").
The net proceeds to the Company from the Private Placement will be used to
cover working capital financing in the subsidiaries Wavetrain Systems and
Hammertech, as well as general corporate purposes in the Company. The proceeds
from the Private Placement are expected to ensure that the Company is funded
for its operations for at least the next 12 months.
Company update
The Company has uploaded an updated company presentation on its website on the
following link: https://www.nordictechnologygroup.no/about/investorrelations.
The updated presentation includes status of the NTG group companies, updates
on the annual general meeting, including the audit of the 2024 annual report,
and unaudited management financial figures as of May 2025.
Details of Private Placement
The application period for the Private Placement will start today, 10 June
2025 at 16:30 (CEST) and close on 11 June 2025 at 08:00 (CEST). The Company
and the Manager may, however, at any time resolve to extend or shorten the
application period on short or no notice. If the application period is
extended or shortened, any other dates referred to herein may be amended
accordingly. The Company intends to announce the number of Offer Shares
allocated in the Private Placement through a stock exchange notice expected to
be published before opening of the trading on Oslo Børs on 11 June 2025.
The Private Placement will be directed towards selected Norwegian and
international investors, in each case subject to and in compliance with
applicable exemptions from relevant prospectus, filing and other registration
requirements. The minimum application and allocation amount in the Private
Placement has been set to the NOK equivalent of EUR 100,000. The Company may,
however, at its sole discretion, allocate an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to the
Norwegian Securities Trading Act and ancillary regulations (including
Regulation (EU) 2017/1129) are available, including to employees and directors
of the Company.
Allocation of Offer Shares will be determined by the Board, at its sole
discretion, in consultation with the Manager, following the expiry of the
bookbuilding period. The Company may focus on allocation criteria such as (but
not limited to) pre-subscriptions, perceived investor quality, existing
ownership in the Company, timeliness of the application, early indication,
relative order size, sector knowledge, investment history and investment
horizon.
The Company will convene an extraordinary general meeting to be held on or
about 25 June 2025 to resolve the following matters: (i) the share capital
increase pertaining to the Private Placement in two tranches, consisting of
the cash portion and the debt conversion portion, (ii) the share capital
increase pertaining to the Guarantee Shares, and (iii) an authorisation to the
Company's Board of Directors to resolve the share capital increase pertaining
to the Repair Offering (as defined below) (together, the "GM Resolutions").
The investors who have pre-subscribed the Offer Shares have delivered
undertakings to vote in favour of the GM Resolutions.
Completion of the Private Placement, by delivery of the Offer Shares to
investors, is subject to (i) all necessary corporate resolutions being validly
made by the Company, including (without limitation) resolutions by the Board
to consummate the Private Placement and the extraordinary general meeting of
the Company duly resolving the GM Resolutions, (ii) all investors in the
Private Placement either making cash payment of their allocated Offer Shares
or converting the debt as payment for the Offer Shares, and (iii) the share
capital increase pertaining to the Offer Shares being registered with the
Norwegian Register of Business Enterprises and the Offer Shares being validly
issued in the VPS.
Subject to timely payment of the subscription amounts and registration of the
share capital increase pertaining to the Offer Shares, payment for the Offer
Shares is expected to take place on or about 27 June 2025, with delivery of
the Offer Shares on or about 2 July, subject to timely payment and
registration of the share capital increase pertaining to the Offer Shares.
The Private Placement represents a deviation from the shareholders'
pre-emptive right to subscribe for the Offer Shares. The Board has considered
the Private Placement in light of the equal treatment obligations under the
Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule
Book II for companies admitted to trading on Euronext Oslo and the Oslo Stock
Exchange's Guidelines on the rule of equal treatment, and deems that the
proposed Private Placement, including the issuance of the Guarantee Shares, is
in compliance with these obligations. 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. By structuring the equity raise as a private
placement, the Company is able to raise equity that will give 12-month
liquidity efficiently, 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. The Company has considered a rights issue instead of a private
placement. The Company is of the opinion that a rights issue would have to be
on a fairly significant discount, and guaranteed by a consortium of
underwriters which would also be at a higher cost for the Company than the
commission to the investors that have pre-subscribed under the Private
Placement.
To mitigate the dilutice effect of the Private Placement the Company intends
to, subject to, inter alia, completion of the Private Placement and prevailing
market conditions, conduct a subsequent offering of new shares limited upwards
to the NOK equivalent of EUR 1 million (the "Repair Offering") at the same
subscription price as in the Private Placement. Shareholders being allocated
shares in the Private Placement, and shareholders who are 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, will not be eligible to participate in a Repair Offering. Further
information on any Repair Offering will be given in a separate stock exchange
release when available. The Company reserves the right in its sole discretion
to not conduct or cancel any Repair Offering.
Arctic Securities AS is acting as manager and Advokatfirmaet Wiersholm AS is
acting as legal counsel to the Company in connection with the Private
Placement.
For additional information, please contact:
CEO Rune Rinnan
Mob. +47 900 56 028
rune.rinnan@ntechgroup.no
About Nordic Technology Group
Nordic Technology Group (NTG) is dedicated to technologies contributing to
solve society challenges by using electronics and software as its building
blocks. By devotion to its technology segments, sensor, nanomaterials and
clean-tech, NTG is targeting international markets and building industry
leaders, by utilizing synergies within and across each of its technology
sectors and by leveraging on its extensive patent library to secure
shareholder value and growth.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Rune Rinnan on the time and date provided.
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 expression
"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.
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. 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 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.
Neither the Manager 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.
This information is information that Nordic Technology Group is obliged to
make public pursuant to the EU Market Abuse Regulation. The information was
submitted for publication, through the agency of the contact persons set out
above, at 2025-06-10 17:18 CEST.