Norsk Titanium AS: Stabilisation and over-allotment notice
2021-05-18 07:05:00
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 AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 18 May 2021. Reference is made to the stock exchange notice announcement
by Norsk Titanium AS ("Norsk Titanium" or the "Company") on 6 May 2021 regarding
the Company's successful completion of a private placement (the "Offering") in
connection with the admission to trading of the Company's shares (the "Shares")
on Euronext Growth Oslo.
Carnegie AS (the "Stabilisation Manager") may, on behalf of the Managers (as
defined below), engage in stabilisation activities from today (18 May 2021), to,
and including, 16 June 2021 (the "Stabilisation Period"). Any stabilisation
transactions will be aimed at supporting the market price of the Shares.
In connection with the Offering, the Managers have over-allotted 3,805,900
Shares (the "Additional Shares") to applications in the Offering, equalling
approximately 15% of the Shares allocated in the offering excluding the
Additional Shares. In order to permit delivery in respect of such
over-allotments made, one of the Company's largest shareholders, NTi Holding AS
(Scatec Innovation AS), has lent to the Stabilisation Manager, on behalf of the
Managers, a number of shares equal to the number of Additional Shares.
Further, the Company has granted to the Stabilisation Manager, on behalf of the
Managers, an option to purchase new shares to be issued by the Company, at a
price per Share equal to the offer price in the Offering of NOK 10.88 per share
(the "Offer Price"), a number of Shares equal to up to the number of Additional
Shares (the "Greenshoe Option"). The Greenshoe Option may be exercised at any
time and from time to time, in whole or in part, during the Stabilisation
Period. The Stabilisation Manager may use the Greenshoe Option to close out
short positions resulting from over-allotments made as part of the Offering and
only to the extent such short positions have not been closed out by Shares
acquired by the Stabilisation Manager when conducting stabilisation activities.
The Stabilisation Manager may effect transactions with a view to support the
market price of the Shares at a level higher than what might otherwise prevail,
through buying Shares on Euronext Growth Oslo at prices equal to or lower than
(but not above) the Offer Price. There is no obligation on the Stabilisation
Manager to conduct stabilisation activities and there can be no assurance that
stabilisation activities will be undertaken. If such stabilisation activities
are undertaken, they may be discontinued at any time, and will be brought to an
end upon or before expiry of the Stabilisation Period.
If stabilisation activities are undertaken, the Company will publish information
on the activities no later than seven trading days following such
transaction(s). Further, within one week after the expiry of the Stabilisation
Period, the Stabilisation Manager will publish information as to whether or not
stabilisation activities were undertaken. If stabilisation activities were
undertaken, the statement will also include information about: (i) the total
amount of Shares purchased