CrayoNano AS: Contemplated private placement of approximately NOK 100 – 150 million
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES, OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE
Trondheim, Norway—CrayoNano AS ("CrayoNano" or the "Company”) is contemplating to raise gross proceeds in the range of approx. NOK 100 - 150 million through issuance of new ordinary shares (the "Offer Shares") in the Company (the “Private Placement”). The net proceeds of the Private Placement to the Company will be used to accelerate operations, acquire patent rights, and invest in manufacturing capacity and flexibility, reducing risks around supply chain disruption and product quality, as well as for general corporate purposes. The Company’s board of directors (the “Board”) has resolved to pursue a listing on Euronext Growth Oslo within the next 12 months.
CrayoNano has entered into a term sheet with the European Innovation Council (“EIC”) Fund where they have pre-committed to subscribe for Offer Shares for an amount of up to the NOK equivalent of EUR 5 million at the subscription price per Offer Share in the Private Placement (the "Offer Price") subject to certain terms and conditions being fulfilled. Any subscription from EIC Fund is subject to, inter alia, CrayoNano raising gross proceeds in the Private Placement of an amount equal to or exceeding the NOK equivalent of EUR 5 million from other investors than EIC Fund, of which new investors constitute minimum 25%, (the “Matching Capital”) and KYC verification by EIC Fund of all investors constituting the Matching Capital. If the Matching Capital is below the NOK equivalent of EUR 5 million, the EIC commitment will be reduced correspondingly. Following the Private Placement, EIC Fund will be assigned with one board observer seat.
Further, CrayoNano’s three largest shareholders, Nordic Technology Group AS, SpareBank 1 SMN Invest AS and Skips AS Tudor have shown strong support and have earlier this year granted a bridge loan to the Company, which together with accrued interests constitutes approximately NOK 28.05 million, that will be converted to equity at the Offer Price as part of the Private Placement and will be eligible as Matching Capital (the "Loan Conversion"). The Company has entered into a guarantee commission agreement with Nordic Technology Group AS pursuant to which Nordic Technology Group AS shall receive a commission of 2% of the size of the Private Placement for providing a customary indemnity undertaking on behalf of the Company in connection with the Private Placement.
Members of the Board and management, and Nordic Technology Group AS, have all agreed to a 12-month lock-up, subject to customary exemptions.
The Offer Price will be determined through an accelerated bookbuilding process. The bookbuilding period in the Private Placement starts today, 11 April 2023, at 09:00 CEST and ends at 16:30 CEST on 14 April 2023. The Company may at its sole discretion extend or shorten the application period at any time and for any reason.
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.
The final number of Offer Shares to be issued and conditional allocation of the Offer Shares will be made by the Board at its sole discretion at the end of the application period. Notification of conditional allocations are expected to be distributed by the Managers on or about 17 April 2023. Settlement of the Offer Shares will take place on a delivery versus payment ("DVP") basis following approval by a general meeting in the Company (expected to be held on or about 24 April 2023) (the "GM") and registration in the Norwegian Register of Business Enterprises (including customary case handling) and will be facilitated by a prepayment agreement expected to be entered into between CrayoNano and the Managers.
The Board will propose to establish an option scheme to be directed at employees who are not founders of the Company for such number of additional options required to achieve a total number of distributed options corresponding to 10% of the fully diluted share capital of the Company after the Private Placement (the "Offering Option Scheme"). The options issued pursuant to the Offering Option Scheme shall be issued with strike price equal to the Offer Price.
Completion of the Private Placement will be subject to (i) the EIC KYC verification being completed to the satisfaction of EIC Fund, (ii) that EIC Fund has been granted access to listen in on a customary bring-down due diligence call between the Managers and the Company to be held prior to the GM and the content of and disclosures made in the bring down due diligence call are satisfactory to EIC Fund, (iii) any and all information that has been made available to EIC Fund that constitute inside information has been made duly available to the public or lapsed prior giving effect to EIC Fund’s subscription in the Private Placement, (iv) the Company giving EIC Fund certain customary representations and warranties, (v) the Loan Conversion having taken place, (vi) the Board resolving to consummate the Private Placement and allocate the Offer Shares, (vii) the GM resolving to approve the Private Placement and issue the Offer Shares, (viii) payment being received for all of the Offer Shares, (ix) the Board and the GM to approve the Offering Option Scheme, including the GM authorizing the Board to issue the corresponding shares and (x) registration in the Norwegian Register of Business Enterprises of the share capital increase in the Company pertaining to the Private Placement and the allocated Offer Shares being validly issued and registered in the VPS. The Company and the Managers reserve the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Managers nor the Company will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Private Placement implies a deviation from the existing shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations set out in the Private Limited Liability Companies Act and deemed that the proposed Private Placement is in compliance with these obligations. The Board emphasises that by structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the last registered trading price on NOTC, at a lower cost and with a significantly reduced completion risk compared to a rights issue. The Company may, subject to completion of the Private Placement and certain other conditions, consider a subsequent repair offering of new shares at the same subscription price as the Private Placement and otherwise in line with market practice.
The Private Placement is directed towards investors subject to applicable exemptions from relevant prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the US Securities Act. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000.
An updated company presentation is uploaded on the Company's website.
DNB Markets, a part of DNB Bank ASA; and SpareBank 1 Markets AS are acting as Joint Bookrunners (together, the "Managers") in connection with the Private Placement. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company.
For further information, please contact:
Jo Uthus, CEO
Tel: +47 47 38 06 34
Email: jo.uthus@crayonano.com
Jens Kielland, CFO
Tel: +47 95 81 55 81
Email: jens.kielland@crayonano.com
***
About CrayoNano AS
Founded in 2012, CrayoNano develops and manufactures nanomaterials-based semiconductor components using proprietary technologies. Headquartered in Trondheim, Norway, CrayoNano has expanded with a subsidiary in Taiwan and supporting customers globally with sales representatives in EMEA, APAC and Americas. CrayoNano’s innovative semiconductor components advance global solutions in health and safety, water purification, consumer, and industrial applications, and more. CrayoNano is registered on Euronext OTC in Norway under the ticker “CNANO”.
***
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 Managers nor any of their 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 Managers nor any of their 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.