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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
(Oslo, 24 February 2021) Nel ASA (“Nel” or the “Company”) has retained Arctic
Securities AS, Carnegie AS and SpareBank 1 Markets AS as Joint Bookrunners
(together the “Managers”) to advise on and effect an undocumented private
placement of up to 49,500,000 new shares directed towards Norwegian and
international investors after the close of Oslo Stock Exchange today (the
“Private Placement”), representing approximately 3.5% of the outstanding capital
of the Company.
The Company continues to experience strong momentum in the hydrogen industry,
with fast-growing focus on green hydrogen driven by rapid fall in the cost of
renewable energy and strong focus on green hydrogen from various governments.
The global hydrogen momentum is evidenced through several larger project
announcements within a variety of end-market applications, highlighting the
opportunities facing Nel as one of the leading players within green hydrogen.
Nel continues to concentrate its efforts on maintaining and improving its
competitive position with sustained increase in activity levels and size of
projects. The increased number of opportunities seen in the market will put
additional demands on the Company and its organization. To ensure financial
capacity and flexibility to pursue these opportunities as they develop, Nel has
decided to further strengthen the Company’s balance sheet through a Private
Placement. 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 price in the Private Placement will be determined through an accelerated
book-building process. The minimum application and allocation amount have been
set to the NOK equivalent of EUR 100,000. The Company may however, at its sole
discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to the Norwegian Securities
Trading Act and ancillary regulations are available.
The book-building period for the Transaction opens today at 16:30 CET and closes
25 February 2021 at 08:00 CET. The Managers and the Company may, however, at any
time resolve to close or extend the book-building period, or cancel the Private
Placement, at their sole discretion and on short notice.
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.
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, taking into consideration the time, costs and
risk of alternative methods of the securing the desired funding, as well as the
limited dilution effects of the transaction, 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
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