Beskrivning
Land | Norge |
---|---|
Lista | OB Match |
Sektor | Industri |
Industri | Industriprodukter |
2023-03-06 21:57:30
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER
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.
(March 6, 2023 - Oslo, Norway) Reference is made to the stock exchange release
from Nel ASA ("Nel" or the "Company") published on 6 March 2023 regarding a
contemplated private placement. The Company announces today that it has raised
NOK 1,609 million in gross proceeds through a private placement (the "Private
Placement") of 108,000,000 new shares (the "New Shares"), at a price per share
of NOK 14.90 share. The Private Placement took place through an accelerated
bookbuilding process managed by Carnegie and Morgan Stanley & Co. International
plc as joint bookrunners (the "Managers") after close of markets on 6 March
2023.
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.
Completion of the Private Placement and the issuance of the New Shares were
resolved today by the CompanyŽs Board of Directors (the "Board") pursuant to a
Board authorisation granted by the Company's general meeting held on 21 April
2022. Allocated shares are expected to be settled on or around 8 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. Following registration of
the new share capital pertaining to the Private Placement, the Company will have
1,671,325,304 shares outstanding, each with a par value of NOK 0.20.
Completion of the Private Placement implies a deviation from the preemptive
rights of the existing shareholders of the Company under the Norwegian Public
Limited Companies Act. When resolving the issuance of the New Shares in the
Private Placement, the Board considered this deviation and also the equal
treatment obligations under the Norwegian Securities Trading Act, 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. The Board is of the opinion that there are sufficient grounds to
deviate from the preemptive rights and that the Private Placement is in
compliance with the equal treatment requirements. By structuring the transaction
as a private placement, the Company was able 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, and strengthen
the Company's shareholder base. Further, the number of New Shares to be issued
in connection with the contemplated Private Placement implies a limited dilution
of existing shareholders.
The Board will consider carrying out a subsequent offering of up to 10,000,000
new shares towards the Company's shareholders as of 6 March 2023 (as documented
by the shareholder register in the Norwegian Central Securities Depository (VPS)
as of the end of 8 March 2023) who (i) were not allocated shares in the Private
Placement (the "Subsequent Offering") and (ii) are not resident in a
jurisdiction where such offering would be unlawful, or for jurisdictions other
than Norway, would require any filing, registration or similar action. The
subscription price in the Subsequent Offering will be equal to the subscription
price in the Private Placement. The Subsequent Offering is subject to i) the
publication of a prospectus approved by the Norwegian Financial Supervisory
Authority, ii) the approval by the 2023 annual general meeting of the Company to
authorize the Company to issue new shares and iii) the prevailing market price
of the Company's shares following the Private Placement. The Board may decide
that the Subsequent Offering will not be carried out in the event that the
Company's shares trade at or below the subscription price in the Subsequent
Offering.
Advisors
Carnegie AS and Morgan Stanley & Co. International plc acted as joint
bookrunners in the Private Placement. Advokatfirmaet Schjødt AS acted as the
Company's legal advisor and Advokatfirmaet Thommessen AS and Cleary Gottlieb
Steen & Hamilton LLP acted 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 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.