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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
(Oslo, 23 March 2022) Reference is made to the stock exchange release from Nel
ASA (“Nel” or the “Company”) published on 23 March 2022 regarding a contemplated
private placement. The Company announces today that it has raised approximately
NOK 1,500 million in gross proceeds through a private placement (the “Private
Placement”) of 98,039,216 new shares (the “New Shares”), at a price per share of
NOK 15.30. The Private Placement took place through an accelerated bookbuilding
process managed by Carnegie and Morgan Stanley & Co. International plc as joint
bookrunners (the “Managers”) after close of markets on 23 March 2022.
The net proceeds from the Private Placement will be used for continued
investments in production capacity, organizational growth linked to order intake
and tender activity, and general corporate purposes.
Completion of the Private Placement and the issuance of the New Shares were
resolved today by the Company´s Board of Directors (the “Board”) pursuant to a
Board authorisation granted by the Company’s general meeting held on 15 April
2021. Allocated shares are expected to be settled on or around 28 March 2022
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 25 March 2022,
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
1,558,838,504 shares outstanding, each with a par value of NOK 0.20.
Completion of the Private Placement implies a deviation from the preemptive
rights of the existing shareholders of the Company under the Norwegian Public
Limited Companies Act. When resolving the issuance of the New Shares in the
Private Placement, the Board considered this deviation and also the equal
treatment obligations under the Norwegian Securities Trading Act, the rules on
equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal
treatment. The Board is of the opinion that there are sufficient grounds to
deviate from the preemptive rights and that the Private Placement is in
compliance with the equal treatment requirements. By structuring the transaction
as a private placement, the Company was able to raise capital in an efficient
manner, with a lower discount to the current trading price and with
significantly lower completion risks compared to a rights issue, and strengthen
the Company’s shareholder base. Further, the number of New Shares to be issued
in connection with the contemplated Private Placement implies a limited dilution
of existing shareholders.
The Board will consider carrying out a subsequent offering of up to 10,000,000
new shares towards the Company’s shareholders as of 23 March 2022 (as documented
by the shareholder register in the Norwegian Central Securities Depository (VPS)
as of the end of 25 March 2022) who i) were not allocated shares in the Private
Placement (the “Subsequent Offering”) and ii) are not resident in a jurisdiction
where such offering would be unlawful, or for jurisdictions other than Norway,
would require any filing, registration or similar action. The subscription price
in the Subsequent Offering will be equal to the subscription price in the
Private Placement. The Subsequent Offering is subject to i) the publication of a
prospectus approved by the Norwegian Financial Supervisory Authority, ii) the
approval by the 2022 annual general meeting of the Company to authorize the
Company to issue new shares and iii) the prevailing market price of the
Company’s shares following the Private Placement. The Board may decide that the
Subsequent Offering will not be carried out in the event that the Company’s
shares trade below the subscription price in the Subsequent Offering at
significant volumes.
Advisors
Carnegie AS and Morgan Stanley & Co. International plc acted as joint
bookrunners in the Private Placement. Advokatfirmaet Schjødt AS acted as the
Company’s legal advisor and Advokatfirmaet Thommessen AS acted as the Managers’
legal advisor.
This information is subject to a duty of disclosure pursuant to Section 5-12 of
the Norwegian Securities Trading Act. This information was issued as inside
information pursuant to the EU Market Abuse Regulation, and was published by
Wilhelm Flinder, Head of Investor Relations, at NEL ASA on the date and time
provided.
ENDS
For additional information, please contact:
Jon André Løkke, CEO, +47 907 44 949
Kjell Christian Bjørnsen, CFO: +47 917 02 097
Wilhelm Flinder, Head of Investor Realtions, +47 936 11 350
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 does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. 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. 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 Prospectus Regulation, i.e., only to investors who can
receive the offer without an approved prospectus in such EEA Member State. The
expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (together
with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors within the meaning of the Prospectus Regulation
as it forms part of English law by virtue of the European Union (Withdrawal) Act
2018 and who (i) are investment professionals falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to
(d) of the Order (high net worth companies, unincorporated associations, etc.)
(all such persons together being referred to as “Relevant Persons”). These
materials are directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. Any investment or investment
activity to which this announcement relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. Persons distributing
this communication must satisfy themselves that it is lawful to do so.
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.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “anticipate”, “believe”,
“continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and similar
expressions. The forward-looking statements in this release 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. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. This announcement is made by and is the
responsibility of, the Company. The Managers are acting exclusively for the
Company 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 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 makes any representation as to the accuracy or completeness of this
announcement and none of them accepts any 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. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Kilde
