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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
(March 17, 2023 - Oslo, Norway) Reference is made to the stock exchange release
from Nel ASA (“Nel” or the “Company”) published on 6 March 2023 regarding the
successful completion of a private placement raising NOK 1,609 million in gross
proceeds at a price per share of NOK 14.90 (the “Private Placement”) and a
potential subsequent offering of up to 10,000,000 shares at the same
subscription price as in the Private Placement (the “Subsequent Offering”),
subject to inter alia the prevailing market price of the Company’s shares
following the Private Placement.
The Company’s shares have since completion of the Private Placement traded
around or below the subscription price in the Private Placement over several
trading days and in total at significant volumes, and existing shareholders
wishing to reduce the dilutive effect of the Private Placement have thus had the
opportunity to purchase shares in the market at prices below the price which
would have been the subscription price in the Subsequent Offering. The Company’s
board of directors has therefore resolved not to proceed with the Subsequent
Offering.
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.
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 Finder, Head of Investor Relations, at NEL ASA on the date and time
provided.
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
