CrayoNano AS - Launch of subsequent offering of preference shares
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.
Trondheim, Norway — Reference is made to the announcement from CrayoNano AS ("CrayoNano" or the "Company") on 31 May 2024 regarding, inter alia, the intention to carry out a subsequent offering of new preference shares (the "Subsequent Offering") following the successful private placement of new preference shares raising gross proceeds of approximately NOK 13.1 million (the "Private Placement"). Reference is also made to the minutes from the annual general meeting of the Company published on 14 June 2024 where the Company adopted new articles of association with a new class of preference shares, as well as granting the Board of Directors of the Company an authorisation to resolve the share capital increase pertaining to the Subsequent Offering (the "Authorisation").
Based on an authorization granted by the general meeting of the Company on 14 June 2024, the board of the Company has resolved to proceed with the Subsequent Offering by the issue of up to 1,189,059 new preference shares (the "Offer Shares"), each with a nominal value of NOK 0.02 and at a subscription price of NOK 14.00 per share (the "Subscription Price"), which may raise total gross proceeds of up to approximately NOK 16.65 million. The Offer Price equals the offer price in the Private Placement.
The subscription period for the Subsequent Offering commences on 21 June 2024 at 09:00 CEST and will end on 28 June 2024 at 16:30 CEST (the "Subscription Period").
A national prospectus (the "Prospectus") setting out the terms and conditions for the Subsequent Offering including, inter alia, a description of the Company, material risk factors and subscription procedures, has been registered and published in connection with the Subsequent Offering. The Prospectus has not been subject to review by the Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) nor any other authority, but is registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) in accordance with section 7-8 of the Norwegian Securities Trading Act.
A link to the Prospectus is available: HERE (the link will be open 21 June 2024)
The Subsequent Offering is directed towards existing shareholders in the Company as registered in VPS on 4 June 2024 (the "Record Date"), except for shareholders who (i) were allocated shares in the Private Placement, and/or (ii) in the sole opinion of the Company have been invited and refusing to participate in the Private Placement, and/or (ii) are resident in jurisdictions where such offering would be unlawful, or (would in jurisdictions other than Norway) require a prospectus filing, registration or similar actions ("Eligible Shareholders").
Eligible Shareholders will be granted 0.06969 non-tradable subscription rights (the "Subscription Rights") for each share registered as held by such Eligible Shareholder as of the Record Date, that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Subsequent Offering. The total number of Subscription Rights granted to each Eligible Shareholder is rounded down to the nearest whole number of Subscription Rights without compensation to the holder. Each Subscription Right grants the holder a right to subscribe for and be allocated one (1) Offer Share in the Subsequent Offering. Over-subscription and subscription without Subscription Rights will not be permitted.
The Subscription Rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period on 28 June 2024 at 16.30 hours (CEST). Subscription Rights that are not used to subscribe for Offer Shares before 16:30 (CEST) on 28 June 2024 will have no value and will lapse without compensation to the holder.
In order to subscribe for shares, the procedure set out in the Prospectus must be followed whereby SpareBank 1 Markets Operations Settlement must either receive a complete and duly signed subscription form (which is appended to the Prospectus) or a subscription through the online VPS' subscription system within the end of the Subscription Period.
Allocation of the Offer Shares is expected on or about 1 July 2024, and the payment for the Offer Shares allocated to a subscriber is expected to fall due on 3 July 2024. However, payment for the allocated Offer Shares must be available on the specific bank account on the business day prior to the payment date, i.e. 2 July 2024.
The Offer Shares will, after registration of the share capital increase in the Norwegian Register of Business Enterprises pertaining to the Offer Shares, be registered in the VPS in book-entry form and are expected to be delivered to the subscriber's VPS account on or about 9 July 2024, subject to timely payment of the aggregate Subscription Price by the subscriber. The Offer Shares will have equal rights and rank pari passu with the Company's other preference shares.
The Company reserves the right to withdraw or cancel the Subsequent Offering at any time and for any reason before completion of the Subsequent Offering. If the Subsequent Offering is withdrawn or not carried out, all subscriptions for Offer Shares will be disregarded and any payments for Offer Shares will be returned to the subscribers without interest or any other compensation.
Completion of the Subsequent Offering is subject to (i) all necessary corporate resolutions being validly made by the Company, including the board of directors resolving to allocate the Offer Shares and resolve the share capital increase based on the Authorisation, and (ii) registration of the share capital increase pertaining to the Subsequent Offering with the Norwegian Register of Business Enterprises and delivery of the Offer Shares to the subscribers in the VPS.
Advokatfirmaet Wiersholm is acting as legal counsel to CrayoNano in connection with the Subsequent Offering.
For further information, please contact:
Jens Kielland, CFO
Tel: + 47 95 81 55 81
Email: jens.kielland@crayonano.com
About CrayoNano AS
CrayoNano develops and manufactures nanomaterials-based semiconductor components using proprietary technologies. Headquartered in Trondheim, Norway with a branch office in Taiwan, CrayoNano supports our customers with global sales representatives and distributors 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.
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.
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.
A link to the Prospectus is available: HERE (the link will be open 21 June 2024)