CrayoNano AS: Private Placement successfully placed
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Trondheim, Norway—Reference is made to the announcement from CrayoNano AS ("CrayoNano" or the "Company") published on 11 April 2023 regarding a contemplated private placement (the "Launch Announcement").
The Company is pleased to announce that it has raised approximately NOK 125 million in gross proceeds through a private placement (the "Private Placement") of 8,928,146 new shares (the “Offer Shares”), at a price per new share of NOK 14 (the "Offer Price"), subject to satisfaction of the Conditions (as defined below). The Private Placement was carried out on the basis of an accelerated bookbuilding process managed by DNB Markets, a part of DNB Bank ASA; and SpareBank 1 Markets AS (together, the "Managers").
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.
The following received conditional allocations in line with their pre-commitments as disclosed in the Launch Announcement:
- The European Innovation Council (“EIC”) Fund was allocated 4,072,155 Offer Shares at the Offer Price, for a total subscription amount of NOK 57,010,170.
- CrayoNano's three largest shareholders, Nordic Technology Group AS, SpareBank 1 SMN Invest AS and Skips AS Tudor were allocated a total of 2,011,520 Offer Shares at the Offer Price in connection with the conversion of a bridge loan of approximately NOK 28.2 million (the "Loan Conversion"), where Nordic Technology Group AS was allocated 1,097,193 Offer Shares for a total subscription amount of NOK 15,360,703, SpareBank 1 SMN Invest AS was allocated 548,596 Offer Shares for a total subscription amount of NOK 7,680,344 and Skips AS Tudor was allocated 365,731 Offer Shares for a total subscription amount of NOK 5,120,234.
In addition, Nordic Technology Group AS was conditionally allocated 142,857 Offer Shares at the Offer Price, for a total subscription amount of NOK 1,999,998.
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, corresponding to approximately NOK 2.5 million.
Members of the Board and management of the Company, and Nordic Technology Group AS, have all agreed to a 12-month lock-up, subject to customary exemptions.
Subject to completion of the Private Placement, the Company's share capital will be NOK 746,592.74 divided into 37,329,637 shares, each with a nominal value of NOK 0.02.
The Board has resolved to establish an option scheme consisting of options to subscribe for a total of 2,532,387 new shares in the Company at the Offer Price (the "Offering Option Scheme"). The Board's resolutions concerning the Option Scheme are subject to the AGM approving the Private Placement and the Offering Option Scheme. Subject to the Board resolving allocations pursuant to the Offering Option Scheme and the Offering Option Scheme and related allocations of options becoming unconditional, the Company will have an outstanding total of 4,147,737 options, corresponding to 10% of the fully diluted share capital of the Company after the Private Placement.
Notification of conditional allocations of Offer Shares are expected to be distributed by the Managers on or about 18 April 2023. Settlement of the Offer Shares will take place on a delivery versus payment ("DVP") basis following approval by the annual general meeting in the Company (expected to be held on or about 25 April 2023) (the "AGM") and fulfilment of the Conditions set out below, and will be facilitated by a prepayment agreement to be entered into between CrayoNano and the Managers.
Completion of the Private Placement is subject to (i) the EIC KYC verification being completed to the satisfaction of EIC Fund (as defined in the Launch Announcement), (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 AGM 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 AGM resolving to approve the Private Placement and issue the Offer Shares, (vii) payment being received for all of the Offer Shares, (viii) the Board and the AGM approving the Offering Option Scheme, including the AGM authorising the Board to issue the corresponding shares and (ix) 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 (together the “Conditions”).
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 was able 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 Board has resolved an intention to carry out a subsequent offering (the "Subsequent Offering") of up to 1,785,714 new shares with gross proceeds of up to NOK 25 million at the Offer Price directed towards existing shareholders in the Company as registered with the VPS as per the end of 18 April 2023 who (i) were not allocated Offer Shares in the Private Placement and (ii) are not resident in jurisdictions where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering. Launch of the Subsequent Offering is subject to, among other things, completion of the Private Placement, granting by the AGM of a board authorization to increase the Company’s share capital in connection with issuance of shares in a Subsequent Offering, general market conditions and publication of a national registration prospectus.
The Board has further resolved to propose that the AGM elects a new board observer to be appointed by EIC Fund.
The notice for the AGM, to include items concerning the completion of the Private Placement and related items as set out above as well as customary agenda items for the annual general meeting, is expected to be distributed to shareholders and published on or about 18 April 2023.
DNB Markets, a part of DNB Bank ASA; and SpareBank 1 Markets AS are acting as Joint Bookrunners 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
Jens Kielland, CFO
Tel: +47 95 81 55 81
== 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”.
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.