11.12.2023 18:01:01 CET | FOM Technologies | Company Announcement

Company announcement no. 60 – 2023 |Copenhagen, the 11th of December 2023

FOM Technologies A/S is obliged to publish the following information in accordance with the EU's market abuse regulation. The information was submitted for publication on 11 December 2023 at 18:02. This company announcement contains insider information. 

A smaller group of institutional investors, including ATP and BankInvest, have today committed to acquire shares in FOM Technologies A/S ("FOM Technologies" or the "Company") for DKK 56.60 million. DKK. The Board of Directors of the Company has used an existing authorization to issue 1,555,782 new shares in the Company at a subscription price of DKK 28.00 per stock. FOM Technologies receives proceeds of approx. 43.60 million DKK before costs related to the transaction.

In connection with this, the Company's two main shareholders FOMT Holding ApS (Martin Kiener) and Coridats Capital ApS (Michael Stadi) have entered into an agreement to sell a total of 464,284 existing shares to the group of investors, divided equally between the two main shareholders, at a price of DKK 28.00 per share.

Based on a request from the investors, the Company has decided to postpone the application to the Danish Financial Supervisory Authority and Nasdaq for listing on the Main Market - Small Cap.

SHOULD NOT BE PUBLISHED, DISTRIBUTED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR TO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE, SOUTH AFRICA, SWITZERLAND OR THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE DISTRIBUTION OR DELIVERY WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR OTHER ACTIONS.

A small group of institutional investors, including ATP and BankInvest, have today agreed to acquire new and existing shares in FOM Technologies. The capital injection will strengthen the Company's financial position and help the Company continue its growth journey as well as accelerate market development with the Company's products and solutions within materials research.

The transaction price per share corresponds to a smaller premium compared to the closing price of the share on the 11^th of Dec. 2023. It is the board's assessment that the transaction price is in line with market conditions. The deviation from the shareholders' pre-emptive right is justified by a desire to further diversify the shareholder base and at the same time raise capital in a time-efficient manner.

A total of 1,555,782 shares are issued with a nominal value of DKK 0.10. The issue of new shares results in a dilution of the existing shareholders of approx. 16.63 percent after completion of the transaction as a result of an increase in the number of issued shares and votes from today's 7,798,914 to 9,354,696. The share capital is increased from DKK 779,891.40 to DKK 935,469.60. After completion of the transaction, ATP will hold approx. 13.96 procent of the capital in FOM Technologies. FOMT Holding ApS (Martin Kiener) and Coridats Capital ApS (Michael Stadi) will hold respectively 21.57 procent and 11.01 procent of the capital in FOM Technologies after completion of the transaction.

Settlement and registration of the capital increase will take place as soon as possible. The timetable for the transaction is expected as follows:

ISIN codes:
Existing ISIN:      DK0061278199
Temporary ISIN:  DK0062616710

Chairman of the board Andreas Nielsen in FOM Technologies, states:

''In an otherwise challenged market for capital raising on Nasdaq First North, we are very proud of the commitment a group of Danish "blue chip" investors have made to the company and welcome them on our growth journey. At the company's IPO in 2020, we raised one of the smallest amounts ever for an IPO in Denmark, as we wanted to show our investors that we could deliver results before asking for additional funds. Today, we are of the opinion that we have shown great results, and we believe that the time has come to strengthen our capital structure. The funds from the new investors will enable the company to increase business and meet the growing demand for our products so that we can continue our growth journey.''

Company advisor:

Danske Bank Corporate Finance has acted as the Company's financial advisor in connection with the Direct Issue. Bech-Bruun Advokatpartnerselskab acts as legal advisor.

For additional information about the transaction please contact:

CONTACT INFORMATION:

Company:
FOM Technologies A/S
CEO Michael Stadi
Phone: +45 20 66 60 44
E-mail: ms@fomtechnologies.com
www.fomtechnologies.com

Certified Advisor:
Norden CEF A/S
John Norden
Phone: +45 20 72 02 00
E-mail: jn@nordencef.dk
www.nordencef.dk

Communication:
Gullev & Co. ApS
Boris Gullev
Phone: +45 31 39 79 99
E-mail: borisgullev@gmail.com
www.gullev.co


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Important information

Publication, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in the Company in any jurisdiction, neither from the Company nor from anyone else.

The information in this press release may not be announced, published, copied or distributed, directly or indirectly, in whole or in part, within or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or the United States of America or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations or would require prospectuses, registration or any other measures than those required by Swedish law and Danish Law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of shares or rights in any member state of the EEA and no prospectus has been or will be prepared in connection with the transaction. 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.

This announcement 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 to 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.

This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

Forward-looking statements

This press release contains forward-looking statements that reflect the Company’s intentions, beliefs, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-
looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “may”, “plan”, “estimate”, “will”, “should”, “could”, “aim” or “might”, or, in each case, their negative, or similar expressions. 

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this press release or any obligation to update or revise the statements in this press release to reflect subsequent events. Readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake 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 press release, unless it is required by law or applicable Nasdaq rules for issuers.

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Contacts

• Michael Stadi, CEO, +45 20 66 60 44, ms@fomtechnologies.com

Attachments

• Download announcement as PDF.pdf