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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
(Oslo, 24 February 2021) Reference is made to the stock exchange release from
Nel ASA (“Nel” or the “Company”) published on 24 February 2021 regarding a
contemplated private placement. The Company announces today that it has raised
approximately NOK 1,225 million in gross proceeds through a private placement
(the “Private Placement”) of 49,500,000 new shares (the “New Shares”), at a
price per share of NOK 24.75. The transaction price represents a discount of
4.4% to the closing price on the transaction day. The Private Placement took
place through an accelerated bookbuilding process managed by Arctic Securities
AS, Carnegie AS and Sparebank 1 Markets AS as Joint Bookrunners (together the
“Managers”) after close of markets on 24 February 2021.
The net proceeds from the Private Placement will allow the Company to pursue
larger - and higher volume of projects as well as strategic opportunities. In
addition, the Company will further build the organization, invest in R&D
activities, and fund additional working capital requirements, as well as general
corporate purposes.
The new shares to be issued in connection with the Private Placement will be
issued based on a Board authorisation granted by the Company’s general meeting
held 13 May 2020. Allocated shares are expected to be settled on or around 1
March 2021 through a delivery versus payment transaction on a regular t+2 basis.
However, the new shares will not be tradable before the new capital is
registered by the Norwegian Register of Business Enterprises, expected on or
about 26 February 2021, based on a pre-payment agreement with the Managers.
Following registration of the new share capital pertaining to the Private
Placement, the Company will have 1,457,297,488 shares outstanding, each with a
par value of NOK 0.20.
The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular
no. 2/2014 and is of the opinion that the waiver of the preferential rights
inherent in a private placement is considered necessary in the interest of time
and successful completion. Taking into consideration the time, costs and
expected terms of alternative methods of the securing the desired funding, as
well as the subsequent offering considered, the Board of Directors has concluded
that the conclusion of the Private Placement on acceptable terms at this time is
in the common interest of the shareholders of the Company.
ENDS
For additional information, please contact:
Jon André Løkke, CEO, +47 907 44 949
Kjell Christian Bjørnsen, CFO: +47 917 02 097
About Nel ASA | www.nelhydrogen.com
Nel is a global, dedicated hydrogen company, delivering optimal solutions to
produce, store, and distribute hydrogen from renewable energy. We serve
industries, energy, and gas companies with leading hydrogen technology. Our
roots date back to 1927, and since then, we have had a proud history of
development and continuous improvement of hydrogen technologies. Today, our
solutions cover the entire value chain: from hydrogen production technologies to
hydrogen fueling stations, enabling industries to transition to green hydrogen,
and providing fuel cell electric vehicles with the same fast fueling and long
range as fossil-fueled vehicles - without the emissions.
Important Notices
This document is not an offer to sell or a solicitation of offers to purchase or
subscribe for shares. Copies of this document may not be sent to jurisdictions,
or distributed in or sent from jurisdictions, in which this is barred or
prohibited by law. The information contained herein shall not constitute an
offer to sell or the solicitation of an offer to buy, in any jurisdiction in
which such offer or solicitation would be unlawful absent registration, or an
exemption from registration or qualification under the securities laws of any
jurisdiction.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.
This document is not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
with the United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the “Securities
Act”). The Company does not intend to register any part of the offering in the
United States or to conduct a public offering in the United States of the shares
to which this document relates.
The Managers are acting for the Company in connection with the Private Placement
and no one else and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for providing
advice in relation to the Private Placement or any transaction or arrangement
referred to in this press release.
This announcement and any materials distributed in connection with this
announcement may contain certain forward-looking statements. By their nature,
forward-looking statements involve risk and uncertainty because they reflect
Nel’s current expectations and assumptions as to future events and circumstances
that may not prove accurate. A number of material factors could cause actual
results and developments to differ materially from those expressed or implied by
these forward-looking statements.
This information is subject to a duty of disclosure pursuant to Section 5-12 of
the Norwegian Securities Trading Act.
Kilde
