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Oslo, 1 June 2026
Reference is made to the stock exchange announcement made by Elkem ASA (the
“Company”) on 15 May 2026 regarding the commencement on 18 May 2026 of the
subsequent offering of up to 11,111,111 new shares in the Company (the “Offer
Shares”) at a subscription price of NOK 27 per Offer Share (the “Subsequent
Offering”), and the stock exchange announcements made on 29 May 2026, informing
of the last day of the subscription period in the Subsequent Offering and the
preliminary results of the Subsequent Offering.
The subscription period in the Subsequent Offering expired on 29 May 2026, at
16:30 hours (CEST). The final results show that the Company has received valid
subscriptions for a total of 29,419,772 Offer Shares. Hence, 11,111,111 Offer
Shares, will be issued in the Subsequent Offering.
The Company raised approximately NOK300 million in gross proceeds through the
Subsequent Offering.
The allocations are expected to be made available through Euronext Securities
Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) (the
ES-OSL) on or about 1 June 2026. The deadline for payment for the allocated
Offer Shares is 3 June 2026, in accordance with the payment instructions set out
in the Company’s prospectus dated 15 May 2026 (the “Prospectus”).
The Offer Shares may not be transferred or traded until they are fully paid and
the share capital increase pertaining to the Subsequent Offering has been
registered with the Norwegian Register of Business Enterprises (Nw.:
Foretaksregisteret). Subject to timely payment of the Offer Shares subscribed
for and allocated in the Subsequent Offering, the delivery of the Offer Shares
is expected to be completed on or about 8 June 2026, and the Offer Shares are
expected to commence trading on the Oslo Stock Exchange at the same date. The
Managers (as defined below) may be contacted for information regarding
allocation, payment and delivery of the Offer Shares. Information about the
Subsequent Offering and the settlement procedures is also included in the
Prospectus.
Following the issuance of the 11,111,111 Offer Shares, the Company’s share
capital will be NOK 1,838,847,540, divided into 367,769,508 shares, each with a
nominal value of NOK 5.
ABG Sundal Collier ASA is acting as sole global coordinator and joint bookrunner
and Danske Bank A/S, NUF, DNB Carnegie, a part of DNB Bank ASA, Nordea Bank Abp,
filial i Norge and Skandinaviska Enskilda Banken AB (publ), Oslo branch are
acting as joint bookrunners in the Subsequent Offering (together, the
“Managers”). Advokatfirmaet Thommessen AS is acting as legal advisor to the
Company in relation to the Subsequent Offering.
For further information, please contact:
Odd-Geir Lyngstad
VP Finance & Investor Relations
Email: odd-geir.lyngstad@elkem.com
Tel: +47 976 72 806
This information is subject to the disclosure requirements pursuant to Section 5
-12 of the Norwegian Securities Trading Act.
About Elkem ASA:
Elkem is a global metals and materials company established in 1904. The company
holds leading positions in silicon, ferrosilicon, foundry alloys and carbon
solutions, supplying materials essential to modern society - from critical
infrastructure and manufacturing to digitalisation, mobility and energy
solutions. Elkem produces its materials by combining natural raw materials,
renewable energy and advanced process technology, creating solutions that enable
a more sustainable future. The company employs around 3,000 people, operates in
more than 30 locations across Europe, Asia, the Americas and Africa, and is
headquartered in Oslo, Norway where it is listed on the Oslo Stock Exchange
(ELK). Driven by innovation. Powered by nature. Shaping the future.
Important information
This announcement is not and does not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. 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 Subsequent 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 herein will be
made solely to “qualified institutional buyers” (QIBs) as defined in Rule 144A
under the Securities Act, pursuant to an exemption from the registration
requirements under the Securities Act, as well as to major U.S. institutional
investors pursuant to an exemption under SEC Rule 15a-6 to the United States
Exchange Act of 1934, as amended.
This announcement 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). The securities offered in the Subsequent Offering are offered
on the basis of a Prospectus prepared by the Company and dated 15 May 2026,
which is available on the website of ABG Sundal Collier ASA
(www.abgsc.com/transactions), Danske Bank A/S, NUF (www.danskebank.com/elkem),
DNB Carnegie, a part of DNB Bank ASA (www.dnb.no/emisjoner), Nordea Bank Abp,
filial i Norge (www.nordea.com/en/issuances) and Skandinaviska Enskilda Banken
AB (publ), Oslo branch (www.seb.no). Investors in the Subsequent Offering should
not subscribe for any securities in the Subsequent Offering except on the basis
of 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
EU Prospectus Regulation, i.e. only to investors who can receive the offer
without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at (i)
persons in the United Kingdom, who have professional experience, knowledge and
expertise in matters relating to investments and qualify as “investment
professionals” for the purposes of article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”),
(ii) persons who are outside the United Kingdom, and (iii) any other person to
whom it can otherwise be lawfully distributed (all such persons being referred
to as “relevant persons”) and any investment or investment activity to which
this communication relates is available only to and will be engaged in only with
relevant persons, and any person other than a relevant person should not rely on
it. The Offer Shares are being offered only in circumstances falling within the
circumstances set out in Part 1 of Schedule 1 to The Public Offers and
Admissions to Trading Regulations 2024 (the “POATRs”) (including, amongst other
circumstances, the fact that the Offer Shares which are the subject of the
Subsequent Offering are offered subject to a minimum subscription amount per UK
applicant equivalent to at least GBP 100,000). Consequently, the Offer Shares
may be offered only to “qualified investors” as defined in paragraph 15 of
Schedule 1 to the POATRs, or otherwise to limited numbers of UK investors, or
only where the minimum consideration required for the securities offered is GBP
100,000. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements
concerning future events, including possible issuance of equity securities of
the Company. 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 communication are
based upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes 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 its control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including, but not limited to, changes in investment levels
and need for the group’s services, changes in the general economic, political,
and market conditions in the markets in which the group operate, and changes in
laws and regulations. Such risks, uncertainties, contingencies, and other
important factors include the possibility that the Company will determine not
to, or be unable to, issue any equity securities, and could cause actual events
to differ materially from the expectations expressed or implied in this
communication by such forward-looking statements. The Company does not make any
guarantees that the assumptions underlying the forward-looking statements in
this communication are free from errors.
The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Managers, and their respective affiliates
expressly disclaims any obligation or undertaking to update, review, or revise
any statement contained in this communication whether as a result of new
information, future developments or otherwise, unless required by laws or
regulations.
The Managers are acting exclusively for the Company and no one else in
connection with the Subsequent Offering and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients, or
for advice in relation to the contents of this announcement or any of the
matters referred to herein.
Neither the Managers nor any of their respective affiliates make any
representation as to the accuracy or completeness of this announcement and none
of them accepts any liability arising from the use of this announcement or
responsibility 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.
Certain figures contained in this announcement have been subject to rounding
adjustments. Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly with the
total figure given.
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. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.
Kilde
