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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
(March 6, 2023 - Oslo, Norway) 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 1,600 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. The pipeline continues to improve and mature, and the company
has recently been able to secure attractive large-scale contracts. 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 its
technology platforms. This includes the already announced expansions at Herøya
and Wallingford and organizational growth linked to order intake and tender
activity, but also potentially further expanding the Herøya plant to 2 GW
capacity and/or commencing construction of a new US Gigafactory related to the
announced ongoing site selection process. The net proceeds from the Private
Placement will be used to partially finance the expansion program and for
general corporate purposes.
The application period in the Private Placement will commence today, 6 March
2023 at 16:30 CET and close on 7 March 2023 at 08:00 CET. The Managers and the
Company may, however, at any time resolve to close or extend the application
period 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 at the sole discretion of the Board in consultation with the Managers.
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 9 March 2023 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 8 March 2023,
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 on 21 April 2022, (ii) the Board resolving to
consummate the Private Placement and allocate the Offer Shares, (iii) the
placement agreement entered into by the Managers and the Company on 6 March 2023
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) and the issuance of shares
under the potential Subsequent Offering (as defined below).
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.
The Company may, subject to, among other things, completion of the Private
Placement, carry out a subsequent offering of new ordinary shares in the Company
(the “Subsequent Offering”) at the Subscription Price towards existing
shareholders as of 6 March 2023 (as registered in the Norwegian Central
Securities Depositary as of 8 March 2023), who (i) were not allocated Offer
Shares and (ii) are not resident in a jurisdiction where such offering would be
unlawful or, would (in jurisdictions other than Norway) require a prospectus, a
registration or similar action. Whether a Subsequent Offering will be carried
out will inter alia depend on the results of the Private Placement and the
subsequent development of the Company’s share price.
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 and Cleary Gottlieb
Steen & Hamilton LLP are acting as the Managers’ legal advisors.
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:
Håkon Volldal, CEO, +47 977 19 973
Kjell Christian Bjørnsen, CFO, +47 917 02 097
Wilhelm Flinder, Head of Investor Relations, +47 936 11 350
About Nel ASA | www.nelhydrogen.com
Nel has a history tracing back to 1927 and is today a leading pure play hydrogen
technology company with a global presence. The company specializes in
electrolyser technology for production of renewable hydrogen, and hydrogen
fueling equipment for road-going vehicles. Nel’s product offerings are key
enablers for a green hydrogen economy, making it possible to decarbonize various
industries such as transportation, refining, steel, and ammonia.
Important Notices
This announcement is not for publication or distribution in, directly or
indirectly, Australia, Canada, Japan, Hong Kong, South Africa or 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 where to do so might constitute a violation of the local
securities laws or regulations of such jurisdiction.
This announcement does not constitute an offer of securities for sale, or a
solicitation of an offer to purchase or subscribe for, any securities of the
Company in the United States. 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 with the United States Securities
and Exchange Commission or an exemption from registration under the U.S.
Securities Act of 1933, as amended (the “U.S. Securities Act”) and in accordance
with applicable U.S. state securities laws. 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.
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
