NEL - Contemplated private placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 27 November 2014
NEL ASA (the "Company", ticker "NEL") has retained Carnegie AS (the “Manager”) 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 50 million new shares (the “Offer Shares”), representing 14.75% of the outstanding capital of the Company. The price in the Private Placement will be determined through an accelerated bookbuilding process. The minimum order in the Private Placement has been set to NOK 1 million.
The net proceeds from the Private Placement will be used to fund strategic growth initiatives within the Company’s business, including inorganic growth opportunities.
The bookbuilding period for the Private Placement opens today at 16:30 CET and closes
28 November 2014 at 08:00 CET. The Manager may, however, at any time resolve to close or extend the bookbuilding period at its sole discretion and on short notice.
The Private Placement is conditional upon approval by an extraordinary general meeting of the Company, expected to be held on or about 19 December 2014 (the "EGM"). The Offer Shares will be settled through delivery versus payment immediately following the EGM. The Offer Shares will be existing and unencumbered shares that are already listed, borrowed by the Manager from certain existing shareholders of the Company.
Carnegie AS – Equity Sales
+47 22 00 93 40
Lars Christian Stugaard
+47 23 01 49 06 / +47 47 63 05 22
NEL ASA is a leading global supplier of hydrogen technology for industrial / energy purposes, and has made over 500 deliveries in more than 50 countries. The company's main products are hydrogen production plants based on water electrolysis, complete hydrogen stations for transport and renewable energy storage solutions. The company has its roots from the hydrogen activities of Norwegian Hydro, which dates back to 1927. The company also has a number of patents related to tests for early detection and diagnosis of diseases.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The issue, exercise, purchase or sale of subscription rights and the subscription or purchase of shares in the Company are subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Manager assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Carnegie is acting for the Company and no one else in connection with the Private Placement 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 rights issue and/or any other matter referred to in this release.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.