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What does "closing date" for an offering mean?

Personal Finance & Money Asked on December 27, 2020

NNDM is doing a direct offering of 30M at $6 per ADS:

"The closing of the registered direct offering is expected to take place on or about December 9, 2020, subject to the satisfaction of customary closing conditions."

https://www.globenewswire.com/news-release/2020/12/07/2140193/0/en/Nano-Dimension-Prices-180-Million-Registered-Direct-Offering.html

In plain language, does this mean the company is expected to be able to raise the target amount by Dec 9, which I don’t find it possible when the price had already reacted negatively to it. What is the date when this offering will be no longer valid? My guess is since Form S-3 is valid for 3 years, this offering will be up for 3 years until the target amount reached.

https://www.sec.gov/Archives/edgar/data/1643303/000121390020041113/ea131059-f3asr_nanodimension.htm

One Answer

The closing date of the transaction is on or about December 9th, 2020. On or after that day, it will not be possible to purchase any more shares of this registered direct offering of American Depository Receipts of this NNDM stock.

Does this mean the company is expected to be able to raise the target amount by Dec 9?

That depends on what type of registered direct offering this is. A registered direct offering may be structured as

  1. “any-or-all” where the transaction closes regardless of how many shares are sold, or how the amount of proceeds raised;
  2. as a “minimum-maximum” transaction, where a certain minimum threshold dollar amount must be raised in order for the transaction to close and a maximum offering size also is indicated;
  3. as an “all-or-none” transaction, where all of the securities offered must be sold in order for the transaction to close.

The Form F-3 and the press release both say that the company has entered into definitive agreements with investors for the sale of the ADRs at a specific price, and that there is a single placement agent. The closing date is when sales stop, although I don't know which of the three sorts of registered direct offerings this is.

(The Form F-3 is dated December 4, 2020. I don't think the form being valid for three years has anything to do with this offering's closing date. If you look on page 19 of the SEC registration statement it looks like the company is saying that selling registered direct shares is one of many ways it can do stock offerings, so maybe that's why it is valid for so long, i.e. to cover future, separate offerings of stock.)

Correct answer by Ellie Kesselman on December 27, 2020

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