NovaCast Technologies carries out cash private placement new shares issue of 40 MSEK - state-owned Fouriertransform AB becomes joint owner


NovaCast Technologies carries out cash private placement new shares issue of 40
MSEK - state-owned Fouriertransform AB becomes joint owner

NovaCast Technologies' Board made a decision on February 2 about a cash private
placement new shares issue to Fouriertransform AB, a state-owned venture capital
firm within the automotive industry. The issue, which must be approved by an
extraordinary general shareholder meeting, will provide the NovaCast group with
40 MSEK in equity and Fouriertransform will receive 6 666 667 newly issued
shares, making them the largest single shareholder in NovaCast. The issue price
has been fixed at 6 SEK, which is 45% below the monthly average price before the
Board's decision. NovaCast will shortly need to receive further capital to
handle loans and operations in their business activities, as well as improve
their capital structure. With this issue NovaCast will quickly be able to meet
the need for cash increase and strengthen their balance sheet in order to also
be able to proceed with undertakings and large projects, mainly regarding Camito
technology. It is the Board's opinion that with Fouriertransform as partner the
NovaCast group will increase its possibility of success for the patented Camito
and Graphyte technologies within the automotive industry. A notice to attend the
extraordinary general shareholder meeting will be published separately. 

Fouriertransform AB is a wholly-owned state venture capital firm for investments
within the automotive industry. The company was established in December 2008
with an equity of 
3 billion SEK. Fouriertransform's main business is investing in business
activities that are considered capable of contributing to upholding the Swedish
automotive industry's leading global position, particularly in the area of
environment and safety. 
Fouriertransform invests in projects related to ground vehicles. A wide variety
of products and solutions can be included here, for example weight reduction,
friction reduction, engine and fuel reduction, as well as IT solutions and
software. It is vital that these projects can be commercialized and are
innovative, that they will be lucrative. 
Lars Olof Gustafsson is Chairman of the Board for Fouriertransform and Per
Nordberg is CEO since January 1, 2010. 
During 2009 an investment of 60 MSEK was made in Powercell Sweden AB, with AB
Volvo as founder and last week an investment of approx. 110 MSEK was made in
Norstel AB, a power electronics company. 
“We are very pleased to have Fouriertransform as a long-term strong owner in
NovaCast. Fouriertransform's business activities are totally in line with what
NovaCast stands for. We will now have the ease of moving on with our projects,
mainly within Camito technology”, says NovaCast CEO, Hans Svensson. 
New proprietary structure
After the issue the number of NovaCast shares will be 20 273 828, of which 18
193 717 are B-series shares and 2 080 111 are A-series shares. Fouriertransform,
who are subscribing to 6.356.667 B-series shares and 310.000 A-series shares,
will have a participating interest of 32,88 % of the capital and 24,25 % of the
voting rights.
Information to subscribers 
Prior to final discussions regarding investment in NovaCast, Fouriertransform
has received information regarding possible scenarios for Company's expansion,
profitability and cash flow. The Buyer has also been given the opportunity to
contact a few customers for references. The financial scenarios that were
presented and should not be treated as prognoses, have shown a continued
negative but improved economic outcome during one year and thereafter improved,
as the economic cycle was expected to improve, and after a further year have
shown a clearly improved result. Cash flow is therefore expected to be such that
dividends may be possible. The references that were obtained have generally
given a positive view of the company's technology.
Shareholder agreement
In connection with the new shares issue Hans Svensson, currently main
shareholder and CEO, who after the emission will hold 10,18% of the capital and
40,37% of the voting rights and Fouriertransform intend to sign a proprietary
agreement. The agreement will regulate certain issues regarding the Company's
overall activities and emphases, for both parties to be agreed should there be a
vote at the extraordinary general shareholder meeting. These issues are among
others related to changes in articles of association, new issue of financial
instruments, shares-related incentive programs, dividends, as well as detailed
changes in the Company's business activities. In accordance with the shareholder
agreement the Main Shareholders will vote for election into the Company's Board
of Directors for up to two members that Fouriertransform suggests. The
shareholder agreement also contains mutual option rights to the other party's
shares. The shareholder agreement causes mandatory bids, from which exemption
has been applied for and granted by the Swedish Securities Council at a meeting
on February 1, 2010.


For further information from NovaCast contact Hans Svensson, CEO NovaCast
Technologies AB, +46 705 652250, from Fouriertransform contact Per Nordberg, CEO
+46 850650350. Visit www.novacast.se and www.fouriertransform.se.


NovaCast Technologies, listed on the OMX Nordic Exchange (NCAS B), develops and
markets enhanced castings for the production of car body parts, as well as
software for methoding, simulating and process control for more efficient
production processes to the global automotive industry and its subcontractors.
With the Camito technology enhanced castings are manufactured in one solid piece
for the production of dies for forming   stamping automotive body components in
a considerably shorter time than traditional dies. Through die manufacturer
SwePart the group has expertise within the whole value chain for the production
and sales of stamping dies.

Attachments

02032431.pdf