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NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 13 January 2025. Reference is made to the announcement by Thor Medical ASA (the "Company") on 10 January 2025 regarding the approval of a prospectus and the launch of a subsequent offering (the "Subsequent Offering") of up to 11,000,000 new shares in the Company (the "Offer Shares") at a subscription price of NOK 2.50 per share (the "Subscription Price") with gross proceed of up to NOK 27.5 million.
The Subscription Period (as defined below) for the Subsequent Offering commences today, 13 January 2025 at 09:00 (CET) and expires on 24 January 2025 at 12:30 (CET).
The shareholders of the Company as of the end of trading on 11 December 2024, as registered in the Euronext Securities Oslo ("ESO") on 13 December 2024 (the "Record Date"), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated offer shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the "Eligible Shareholders") have been granted non-transferable subscription rights (the "Subscription Rights") in the Subsequent Offering that provide rights to subscribe for, and be allocated, Offer Shares at the Subscription Price.
Each Eligible Shareholder have been granted 0.08847 non-transferable Subscription Rights for each existing share registered as held by each such Eligible Shareholder as of the Record Date, rounded down to the nearest whole subscription right. Each subscription right will give the right to subscribe for, and be allocated, one (1) offer Share at the Subscription Price. Over-subscription will be permitted, however, subscription without Subscription rights will not be permitted. The allocation criteria otherwise adhere to the principles set forth in applicable law, and the complete allocation criteria are detailed in Section 5.19 of the Prospectus (as defined below). Subscription without Subscription Rights is not allowed. Subscription rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
The grant of Subscription Rights and the subscription of Offer Shares by persons resident in, or who are citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. Further, no Offer Shares or Subscription Rights will be offered or granted within the United States, except in reliance on an exemption from the registration requirements of the U.S. Securities Act. See Section 12 in the Prospectus (as defined below) for a further description of transfer restrictions and prohibitions.
The terms and conditions for the Subsequent Offering are set out in a EEA-prospectus prepared by the Company in accordance with the rules in the Securities Trading Act chapter 7 and Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus"). The Prospectus has been approved by the Norwegian Financial Supervisory Authority and is available at the Manager's website at www.carnegie.no/ongoing-prospectuses-and-offerings/ and at the Company's website at www.thormedical.no.
Subscribers who are Norwegian residents with a Norwegian personal identification number who wish to subscribe for Offer Shares are encouraged to do so through the ESO online subscription system (or by following the link on www.carnegie.no/ongoing-prospectuses-and-offerings/ which will redirect the subscriber to the ESO online subscription system).
Subscribers may also subscribe for shares by completing the subscription form attached to the Prospectus as Appendix B (the "Subscription Form") and correctly submitting it to the Manager at the address or email address set out in the Prospectus during the Subscription Period, no later than 12:30 hours (CET) on 24 January 2025.
The Subsequent Offering may be withdrawn, suspended or delayed, at any time prior to final allocation for any reason at the sole discretion of the Company, in consultation with the Manager. If the Subsequent Offering is withdrawn, all Subscription Rights will lapse without value, any subscriptions for, and allocations of, Offer Shares that have been made will be disregarded and any payments for Offer Shares made will be returned to the subscribers without interest or any other compensation.
Listing and commencement of trading in the Offer Shares
Subject to timely payment of the allocated Offer Shares, the Offer Shares allocated in the Subsequent Offering are expected to be traded on Euronext Oslo Børs from and including 5 February 2025.
Carnegie AS is acting as sole bookrunner (the "Manager") in the Subsequent Offering. Advokatfirmaet Selmer AS is acting as legal advisor to Thor Medical ASA.
Contacts
Brede Ellingsæter, CFO, Thor Medical ASA, +47 472 38 440, brede.ellingseter@thormedical.com
ABOUT THOR MEDICAL ASA
Thor Medical is an emerging supplier of radionuclides, primarily alpha particle emitters, from naturally occurring thorium. Its proprietary production process requires no irradiation or use of nuclear reactors, and provides reliable, environmentally friendly, cost-efficient supply of alpha-emitters for the radiopharmaceutical industry. Thor Medical is headquartered in Oslo, Norway and listed on the Oslo Stock Exchange under the ticker symbol 'TRMED'.
To learn more, visit www.thormedical.no - https://www.thormedical.no.
This information is published in accordance with the requirements of the Continuing Obligations for companies listed on Euronext Growth Oslo and section 5-12 of the Norwegian Securities Trading Act.
Important Notices
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 (EU) 2017/1129 of the European Parliament and of the Council, of 14 June 2017, as amended Regulation, on the prospectus to be published when securities are offered to the public (together with any applicable implementing measures in any EEA 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. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Manager nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility or liability 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 its 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.
