NTG Agreements to strengthen capital structure and support growth in Hammertech and Wavetrain Systems
Nordic Technology Group AS ("NTG" or the "Company") has entered into agreements with selected shareholders and rights holders in NTG's subsidiaries Hammertech AS ("Hammertech") and Wavetrain Systems AS ("Wavetrain") relating to their holdings of shares and subscription rights therein.
The agreements are designed to strengthen the capital base of NTG's two core operating subsidiaries while preserving liquidity at the parent company level. The transaction provides immediate new equity capital to support continued commercialization, customer deliveries, product development and business expansion, while also creating a framework for additional future growth capital.
Under the agreements, Wavetrain and Hammertech have, with the support of NTG, secured commitments for an aggregate NOK 12.8 million of equity capital to be invested directly into Wavetrain (NOK 6.0 million) and Hammertech (NOK 6.8 million) through the issuance of preference shares (the "Transaction"). In Wavetrain, NOK 6.0 million will be in form of conversion of debt (of which NOK 3.0 million in cash was paid now in June), against a total of 631,580 new preference shares to be issued in Wavetrain. In Hammertech, NOK 3.8 million of the equity will be in form of conversion of a convertible loan and NOK 3.0 will be in cash against a total of 7,170 preference shares to be issued in Hammertech.
As part of the Transaction, three participating investors which have recently contributed cash, or will contribute cash, will receive subscription rights for additional preference shares in both Hammertech and Wavetrain. During an 18-month period, these rights may be exercised to subscribe for up to 736,839 additional preference shares in Wavetrain at NOK 9.50 per share and up to 10,328 additional preference shares in Hammertech at NOK 950 per share. If fully exercised, the subscription rights would provide the subsidiaries with an additional NOK 16.8 million of new equity capital (NOK 7.0 million in Wavetrain and NOK 9.8 million in Hammertech), bringing the total potential equity capital contribution under the Transaction to approximately NOK 29.6 million.
As part of the total Transaction, NTG has agreed to grant participating investors with the right, during the same 18-month period, to convert all preference shares acquired under the Transaction (including any preference shares subscribed for through the subscription rights) into ordinary shares in NTG at a fixed subscription price of NOK 1.70 per share, subject to the terms and conditions of the respective agreements.
If the conversion rights are exercised, NTG's direct ownership in Wavetrain and Hammertech will increase, simplifying the ownership structure and increasing NTG's economic exposure to its two strategically most important operating subsidiaries.
As part of the Transaction, NTG will also acquire from a participating investor 1,965 ordinary shares, 2,464 Series I preference shares and 687 Series II preference shares in Hammertech for a total consideration of NOK 5,706,948. Settlement will be made through the issuance of 3,357,028 new ordinary shares in NTG at a subscription price of NOK 1.70 per share, pursuant to an authorization granted to the Board of Directors.
Should all subscription rights be exercised, and all preference shares subsequently be converted into ordinary NTG shares, the total number of outstanding shares in NTG would increase by approximately 22,568,599 shares. The Company believes that any potential dilution should be viewed in the context of the substantial equity capital invested directly into NTG's operating subsidiaries, the strengthened financial position of these companies, and the opportunity for NTG to increase its ownership in its core portfolio companies without requiring corresponding cash investments at the parent company level.
Rune Rinnan, CEO of Nordic Technology Group, commented:
"These agreements represent a financing structure that benefits both NTG and our operating subsidiaries. Wavetrain and Hammertech receive the growth capital required to accelerate commercialization and execute on their business plans, while NTG preserves liquidity at the parent company level and creates an opportunity to increase its ownership in two strategically important businesses. We believe this structure aligns long-term investors with NTG's shareholders and supports sustainable value creation across the Group."
The Transaction remains subject to customary corporate approvals, including approval by the Boards of Directors of the relevant companies.
For further information, please contact:
For further information: Group CEO Rune Rinnan Chair, Wavetrain Systems AS and Hammertech AS Mob. +47 900 56 028 rune.rinnan@ntechgroup.no www.ntechgroup.no (http://www.ntechgroup.no/)
This information is considered to be inside information for Nordic Technology Group AS pursuant to the EU Market Abuse Regulation (MAR) article 7 and is subject to the disclosure requirements pursuant to MAR article 17.
This information was submitted for publication, through the agency of the contact person set out above, at 2026-06-23, 08:00 CEST.
This information is information that Nordic Technology Group is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2026-06-23 08:00 CEST.