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
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