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JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Nel ASA: Contemplated private placement
(Oslo, 30 January 2019) Nel ASA (“Nel” or the “Company”) has retained Carnegie
and SpareBank 1 Markets as joint bookrunners and Norne Securities as selling
agent (together the “Managers”) to advise on and effect an undocumented private
placement of new shares directed towards Norwegian and international investors
after the close of Oslo Stock Exchange today (the “Private Placement”).
In the Private Placement, the Company is offering up to 84,906,560 new shares,
representing up to approximately 7.6% of the outstanding capital of the Company.
The price in the Private Placement will be determined through an accelerated
bookbuilding process. The minimum application and allocation amount has 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 net proceeds of the Private Placement will be used for continued investment
in development and innovation across segments and technologies to stay on the
technological forefront and to take advantage of the attractive market
opportunities, including i) upgrading existing H2Station® technology to better
accommodate Heavy Duty Vehicle (“HDV”) applications (ref. stock exchange notice
published after close of the Oslo Stock Exchange today regarding announced
contract on H2Station® for Heavy Duty Vehicles), ii) development of high
capacity cooling/compression technologies to accommodate future Nikola stations
as well as other future HDV applications (trains, ferries, etc.), and iii)
development of next generation electrolyzer technology for industrial
applications, such as ammonia (ref. Yara project), refineries, etc. The net
proceeds will also fund additional working capital in response to increased
order volumes and improved positioning to benefit from markets with high
activity and growth momentum, as well as general corporate purposes.
The bookbuilding period for the Transaction opens today at 16:30 CET and closes
31 January 2019 at 08:00 CET. The Managers and the Company may, however, at any
time resolve to close or extend the bookbuilding period 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 15 May 2018. The new shares allocated in the Private Placement will be
settled through a delivery versus payment transaction on a regular t+2 basis by
delivery of existing and unencumbered shares in the Company that are already
listed on the Oslo Stock Exchange pursuant to a share lending agreement between
the Managers, the Company and key shareholders of the Company. The shares
delivered to the subscribers will thus be tradable upon delivery.
The waiver of the preferential rights inherent in a private placement is
considered necessary in the interest of time and successful completion. However,
subject to completion of the Private Placement, the Board of Directors of the
Company will consider to call for an extraordinary shareholder’s meeting to
propose to conduct a subsequent offering directed towards existing shareholders
in the Company as of the end of trading today, 30 January 2019 (and as
registered in the VPS as of the end of 1 February 2019) who are not resident in
a jurisdiction where such offering would be unlawful, or would (in jurisdictions
other than Norway) require any prospectus filing, registration or similar
action who were not allocated shares in the Private Placement (the “Subsequent
Offering”). The subscription price in a potential Subsequent Offering will be
equal to the subscription price in the Private Placement. Taking into
consideration the time, costs and expected terms of alternative methods of the
securing the desired funding, as well as the subsequent offering considered, the
board has concluded that the conclusion of the Private Placement on acceptable
terms at this time is in the common interest of the shareholders of the Company.
More information is included in the attached company presentation.
ENDS
For additional information, please contact:
Jon André Løkke, CEO, +47 907 44 949
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. Since its
foundation in 1927, Nel has a proud history of development and continual
improvement of hydrogen plants. Our hydrogen solutions cover the entire value
chain from hydrogen production technologies to manufacturing of hydrogen fueling
stations, providing all fuel cell electric vehicles with the same fast fueling
and long range as conventional vehicles tod
http://www.netfonds.no/quotes/release.php?id=20190130.OBI.20190130S72