CrayoNano AS: Commencement of Subscription Period in the Subsequent Offering and Publication of Prospectus
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—22 May 2023—Reference is made to the announcement from CrayoNano AS ("CrayoNano" or the "Company") on 16 May 2023 regarding the board of directors' resolution to carry out a subsequent offering (the "Subsequent Offering") of up to 1,785,714 new shares (the "Offer Shares") following the private placement with gross proceeds approx. NOK 125 million (the "Private Placement").
The subscription period for the Subsequent Offering commences today on 22 May 2023 at 09:00 CEST and will end on 5 June 2023 at 16:30 CEST (the "Subscription Period").
The subscription price per share is NOK 14.00 (the “Subscription Price”), which is equal to the subscription price in the Private Placement. If fully subscribed, the Subsequent Offering will raise gross proceeds of approximately NOK 25 million.
The Subsequent Offering are directed towards existing shareholders in the Company as registered in VPS on 18 April 2023 ("Record Date"), who (i) were not allocated 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, registration or similar action (the "Eligible Shareholders").
Eligible Shareholders are being granted 0.09817 non-tradable subscription rights (the "Subscription Rights") for every share recorded as held in the Company at 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 are 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 will be allowed; however there can be no assurance that Offer Shares will be allocated for such subscriptions. 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 5 June 2023 at 16.30 hours (CEST). Subscription Rights that are not used to subscribe for Offer Shares before 16:30 (CEST) on 5 June 2023 will have no value and will lapse without compensation to the holder.
In order to subscribe for shares, the Managers (as defined below) must either receive a complete and duly signed subscription form or a subscription through the VPS' solution within the end of the Subscription Period.
Allocation of the Offer Shares is expected on or about 7 June 2023, and the payment for the Offer Shares allocated to a subscriber is expected to fall due on 9 June 2023. 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 30 June 2023, 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 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 (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.
A 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 prepared 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.
DNB Markets, a part of DNB Bank ASA and SpareBank 1 Markets AS are acting as managers for the Subsequent Offering (the "Managers"). Advokatfirmaet Wiersholm is acting as legal counsel to CrayoNano.
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 branch 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 NOTC 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.