Thor Medical ASA: Private placement and retail offering through PrimaryBid successfully completed
18 juni, 23:32
18.6.2025 23:32:39 CEST | Thor Medical ASA | Inside information
Oslo, 18 June 2025: Reference is made to the stock exchange announcement by Thor Medical ASA (the "Company") on 18 June 2025 regarding a contemplated private placement of new shares in the Company raising NOK 75 million in gross proceeds (the "Private Placement") and a separate retail offering in Norway, Denmark, Finland and Sweden of new shares in the Company, raising gross proceeds of up to the NOK equivalent of EUR 1 million through the PrimaryBid platform (the "PrimaryBid Offering").
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.
Thor Medical is pleased to announce that the Private Placement and the PrimaryBid Offering have been successfully completed.
The Company has allocated 30,000,000 new shares in the Private Placement (the "Private Placement Offer Shares"), each at a subscription price of NOK 2.50 (the "Subscription Price"), raising NOK 75 million in gross proceeds. The Company has also allocated 4,577,399 new shares (the “Retail Offer Shares”) at the Subscription Price in the PrimaryBid Offering, raising approximately NOK 11.4 million in gross proceeds.
The Private Placement attracted strong interest from both existing shareholders and new high-quality investors, including both specialist investors, family offices and long only investors. Both the Private Placement and the PrimaryBid Offering were oversubscribed multiple times, and the Company has allocated shares to approximately 1,000 retail investors in the PrimaryBid Offering.
The net proceeds from the Private Placement and PrimaryBid Offering will be used to fund an expansion of AlphaOne, Thor Medical’s first commercial-scale production facility as well as supporting working capital needs and other corporate purposes. The AlphaOne’s manufacturing capacity will be expanded by approximately 40%. Construction of AlphaOne began in March 2025, and the plant is expected to be fully operational by Q3 2026. The planned capacity expansion will not impact the original timeline.
The Private Placement Offer Shares, and the Retail Offer Shares will be issued based on the existing board authorisation granted by the general meeting of the Company held on 24 April 2025 (the "Board Authorisation").
Settlement of the Private Placement Offer Shares and the Retail Offer Shares is expected to take place on or about 23 June 2025. The Private Placement Offer Shares and the Retail Offer Shares will be settled through a delivery versus payment transaction on a regular T+2 basis with existing and unencumbered shares in the Company that are already traded on Euronext Oslo Børs pursuant to a share lending arrangement between the Company, the Managers, and Scatec Innovation AS as the lender (the "Share Lending").
Based on the Board Authorisation, the board of directors (the "Board") has resolved to issue the 30,000,000 Private Placement Offer Shares in the Private Placement and 4,577,399 Retail Offer Shares in the PrimaryBid Offering, all of which will be subscribed by the Managers and, once issued, will be delivered to Scatec Innovation AS as settlement of shares borrowed in relation to settlement of the Private Placement and the PrimaryBid Offering.
The Private Placement Offer Shares allocated to applicants in the Private Placement and the Retail Offer Shares allocated to applicants in the PrimaryBid Offering, will be tradable from notification of allocation.
Following registration of the share capital increases pertaining to the Private Placement and the PrimaryBid Offering with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 69,797,184 divided into 348,985,920 shares, each with a nominal value of NOK 0.20.
Notifications of allotment of the Private Placement Offer Shares and payment instructions are expected to be distributed to the applicants through a notification from the Managers on 19 June 2025.
Equal treatment considerations and potential subsequent offering
The Private Placement and the PrimaryBid Offering represents a deviation from the shareholders' pre-emptive right to subscribe for the Private Placement Offer Shares. The Board has carefully considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in particular because the Private Placement enables the Company to secure equity financing to accommodate the Company's funding requirements as it serves the specific strategic purpose of increasing the capacity at the Company's AlphaOne plant by approximately 40%. Further, a private placement will reduce execution and completion risk, as it enables the Company to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. Lastly, it has been emphasised that the PrimaryBid Offering has provided an opportunity for existing shareholders who were not able to participate in the Private Placement to participate in the equity injection, thereby promoting broader shareholder participation.
On this basis, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders.
The Board has resolved an intention to carry out a subsequent offering (the "Subsequent Offering") of up to 4,000,000 new shares with gross proceeds of up to NOK 10 million at the Subscription Price, directed towards existing shareholders in the Company as of 18 June 2025, as registered in the VPS two trading days thereafter, 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 would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. Any Subsequent Offering will be subject to (i) the prevailing market price of the Company's shares, (ii) relevant corporate resolutions being passed by the Company and (iii) the registration of an national prospectus with the Norwegian Register of Business Enterprises.
Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA are acting as managers and joint bookrunners (collectively referred to as the "Managers") in connection with the Private Placement and the potential Subsequent Offering. Advokatfirmaet Selmer AS is acting as legal advisor to Thor Medical ASA.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Brede Ellingsæter, CFO & COO of Thor Medical ASA, at the time and date stated above in this announcement.
Contacts
Brede Ellingsæter, CFO & COO, 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'.
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.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement has been offered by means of a set of subscription materials provided to potential investors, except for the potential Subsequent Offering which will be made on the basis of a listing and offering prospectus. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials or for the Subsequent Offering, the prospectus.
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 "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.
The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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. Any 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 Managers nor any of its 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.
Attachments
Thor Medical ASA: Private placement and retail offering through PrimaryBid successfully completed
18 juni, 23:32
18.6.2025 23:32:39 CEST | Thor Medical ASA | Inside information
Oslo, 18 June 2025: Reference is made to the stock exchange announcement by Thor Medical ASA (the "Company") on 18 June 2025 regarding a contemplated private placement of new shares in the Company raising NOK 75 million in gross proceeds (the "Private Placement") and a separate retail offering in Norway, Denmark, Finland and Sweden of new shares in the Company, raising gross proceeds of up to the NOK equivalent of EUR 1 million through the PrimaryBid platform (the "PrimaryBid Offering").
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.
Thor Medical is pleased to announce that the Private Placement and the PrimaryBid Offering have been successfully completed.
The Company has allocated 30,000,000 new shares in the Private Placement (the "Private Placement Offer Shares"), each at a subscription price of NOK 2.50 (the "Subscription Price"), raising NOK 75 million in gross proceeds. The Company has also allocated 4,577,399 new shares (the “Retail Offer Shares”) at the Subscription Price in the PrimaryBid Offering, raising approximately NOK 11.4 million in gross proceeds.
The Private Placement attracted strong interest from both existing shareholders and new high-quality investors, including both specialist investors, family offices and long only investors. Both the Private Placement and the PrimaryBid Offering were oversubscribed multiple times, and the Company has allocated shares to approximately 1,000 retail investors in the PrimaryBid Offering.
The net proceeds from the Private Placement and PrimaryBid Offering will be used to fund an expansion of AlphaOne, Thor Medical’s first commercial-scale production facility as well as supporting working capital needs and other corporate purposes. The AlphaOne’s manufacturing capacity will be expanded by approximately 40%. Construction of AlphaOne began in March 2025, and the plant is expected to be fully operational by Q3 2026. The planned capacity expansion will not impact the original timeline.
The Private Placement Offer Shares, and the Retail Offer Shares will be issued based on the existing board authorisation granted by the general meeting of the Company held on 24 April 2025 (the "Board Authorisation").
Settlement of the Private Placement Offer Shares and the Retail Offer Shares is expected to take place on or about 23 June 2025. The Private Placement Offer Shares and the Retail Offer Shares will be settled through a delivery versus payment transaction on a regular T+2 basis with existing and unencumbered shares in the Company that are already traded on Euronext Oslo Børs pursuant to a share lending arrangement between the Company, the Managers, and Scatec Innovation AS as the lender (the "Share Lending").
Based on the Board Authorisation, the board of directors (the "Board") has resolved to issue the 30,000,000 Private Placement Offer Shares in the Private Placement and 4,577,399 Retail Offer Shares in the PrimaryBid Offering, all of which will be subscribed by the Managers and, once issued, will be delivered to Scatec Innovation AS as settlement of shares borrowed in relation to settlement of the Private Placement and the PrimaryBid Offering.
The Private Placement Offer Shares allocated to applicants in the Private Placement and the Retail Offer Shares allocated to applicants in the PrimaryBid Offering, will be tradable from notification of allocation.
Following registration of the share capital increases pertaining to the Private Placement and the PrimaryBid Offering with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 69,797,184 divided into 348,985,920 shares, each with a nominal value of NOK 0.20.
Notifications of allotment of the Private Placement Offer Shares and payment instructions are expected to be distributed to the applicants through a notification from the Managers on 19 June 2025.
Equal treatment considerations and potential subsequent offering
The Private Placement and the PrimaryBid Offering represents a deviation from the shareholders' pre-emptive right to subscribe for the Private Placement Offer Shares. The Board has carefully considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act. The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in particular because the Private Placement enables the Company to secure equity financing to accommodate the Company's funding requirements as it serves the specific strategic purpose of increasing the capacity at the Company's AlphaOne plant by approximately 40%. Further, a private placement will reduce execution and completion risk, as it enables the Company to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. Lastly, it has been emphasised that the PrimaryBid Offering has provided an opportunity for existing shareholders who were not able to participate in the Private Placement to participate in the equity injection, thereby promoting broader shareholder participation.
On this basis, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders.
The Board has resolved an intention to carry out a subsequent offering (the "Subsequent Offering") of up to 4,000,000 new shares with gross proceeds of up to NOK 10 million at the Subscription Price, directed towards existing shareholders in the Company as of 18 June 2025, as registered in the VPS two trading days thereafter, 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 would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. Any Subsequent Offering will be subject to (i) the prevailing market price of the Company's shares, (ii) relevant corporate resolutions being passed by the Company and (iii) the registration of an national prospectus with the Norwegian Register of Business Enterprises.
Arctic Securities AS and DNB Carnegie, a part of DNB Bank ASA are acting as managers and joint bookrunners (collectively referred to as the "Managers") in connection with the Private Placement and the potential Subsequent Offering. Advokatfirmaet Selmer AS is acting as legal advisor to Thor Medical ASA.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Brede Ellingsæter, CFO & COO of Thor Medical ASA, at the time and date stated above in this announcement.
Contacts
Brede Ellingsæter, CFO & COO, 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'.
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.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "EU Prospectus Regulation") (together with any applicable implementing measures in any Member State). All of the securities referred to in this announcement has been offered by means of a set of subscription materials provided to potential investors, except for the potential Subsequent Offering which will be made on the basis of a listing and offering prospectus. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription materials or for the Subsequent Offering, the prospectus.
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 "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.
The issue, subscription or purchase of shares or other financial instruments in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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. Any 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 Managers nor any of its 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.
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