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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
(Oslo, 23 March 2022) Nel ASA (“Nel” or the “Company”) has retained Carnegie AS
and Morgan Stanley & Co. International plc as joint bookrunners (together the
“Managers”) to advise on and effect a private placement of new ordinary shares
in the Company (the “Offer Shares”) to raise gross proceeds of approximately NOK
1,500 million (the “Private Placement”). The subscription price per Offer Share
in the Private Placement (the “Subscription Price”) will be determined by the
Company’s Board of Directors (the “Board”) on the basis of an accelerated book
-building process conducted by the Managers.
Nel is experiencing ever-increasing interest and opportunities within the
hydrogen industry and has more than doubled the addressable pipeline to USD 12
billion from the end of Q3-21 to the end of Q4-21. The Company is committed to
capitalizing on its position as a technology frontrunner and will continue to
invest in building scale to develop the organization and the fueling, alkaline
and PEM technology platforms. 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.
The application period in the Private Placement will commence today, 23 March
2022 at 16:30 CET and close on 24 March 2022 at 08:00 CET. The Managers and the
Company may, however, at any time resolve to close or extend the application
period on short or without notice. If the application period is shortened or
extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and
international investors (a) outside the United States in reliance on Regulation
S under the U.S, Securities Act of 1933, as amended (the “U.S. Securities Act”),
and (b) to investors in the United States who are “qualified institutional
buyers” (“QIBs”) as defined in Rule 144A under the U.S. Securities Act, in each
case subject to an exemption being available from prospectus requirements and
any other filing or registration requirements in the applicable jurisdictions
and subject to other selling restrictions. The minimum application and
allocation amount has been set to the NOK equivalent of EUR 100,000 per
investor. The Company may, however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirements pursuant to the Norwegian Securities Trading Act and ancillary
regulations are available. Further selling restrictions and transaction terms
will apply.
Allocation of Offer Shares will be determined at the end of the application
period by the Board in consultation with the Managers, at its sole discretion.
The Company may focus on allocation criteria such as (but not limited to)
existing ownership in the Company, timeliness of the application, price
leadership, relative order size, sector knowledge, investment history, perceived
investor quality and investment horizon.
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.
Completion of the Private Placement is subject to (i) approval by the Board
pursuant to an authorisation to increase the share capital granted by the
Company’s general meeting held 15 April 2021, (ii) the Board resolving to
consummate the Private Placement and allocate the Offer Shares, (iii) the
placement agreement entered into by the Joint Bookrunners and the Company on 23
March 2022 not being terminated in accordance with the terms thereof and (iv)
payment for the Offer Shares and registration of the share capital increase in
the Company pertaining to the Private Placement with the Norwegian Register of
Business Enterprises (jointly the “Conditions”).
The Company reserves the right, at any time and for any reason, to cancel,
and/or modify the terms of, the Private Placement prior to completion. Neither
the Company nor the Managers will be liable for any losses incurred by
applicants if the Private Placement is cancelled, irrespective of the reason for
such cancellation.
Subject to completion of the Private Placement, the Company has agreed to a 90
days lock-up for the Company, subject to customary exemptions (including for
share issuances under employee share option plans).
The Company further refers to separate announcements of today concerning
Commercial Contract Update and 2021 Financial Statements.
The Board has considered the structure of the contemplated capital raise in
light of the equal treatment obligations under the Norwegian Public Limited
Companies Act, the Norwegian Securities Trading Act and 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, and is of the opinion that the proposed Private Placement is in
compliance with these requirements. By structuring the transaction as a private
placement, the Company will be in a position 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. In addition,
the Private Placement is subject to marketing through a publicly announced
bookbuilding process and a market-based offer price should therefore be
achieved. Furthermore, the number of New Shares to be issued in connection with
the contemplated Private Placement implies that the dilution of existing
shareholders will be limited. On this basis and based on an assessment of the
current equity markets, the Board has considered the Private Placement to be in
the common interest of the Company and its shareholders. As a consequence of the
private placement structure, the shareholders’ preferential rights to subscribe
for the New Shares will be deviated from.
Advisors
Carnegie AS and Morgan Stanley & Co. International plc are acting as joint
bookrunners in the Private Placement. Advokatfirmaet Schjødt AS is acting as the
Company’s legal advisor and Advokatfirmaet Thommessen AS is acting 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 IR, +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. The securities of the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”).
The securities of the Company have not been, and will not be, registered under
the U.S. Securities Act. Any sale in the United States of the securities
mentioned in this communication will be made solely to “qualified institutional
buyers” as defined in Rule 144A under the U.S. Securities Act. No public
offering of the securities will be made in the United States. 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 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
