Nexam Chemical has successfully completed its private placement of SEK 129 million
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SINGAPORE, SOUTH AFRICA OR NEW ZEALAND OR IN ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OF NEXAM CHEMICAL.
Nexam Chemical Holding AB (publ) today announces that its private placement of 12 944 000 Nexam Chemical shares has been completed. The offering attracted interest from Swedish and international institutional investors. The price of SEK 10.00 per share was determined through a book-building procedure, resulting in total cash proceeds of approximately SEK 129 million before transaction costs.
“We are very pleased with the strong interest from both Swedish and international investors and see positively on the new composition of shareholders. The offering strengthens our financial position and is an important step in financing the continued growth and expansion”, said Anders Spetz, CEO of Nexam Chemical.
For the purpose of the private placement, the Board of Directors of Nexam Chemical Holding AB has resolved, pursuant to the authorization given by the annual general meeting held on 12 May 2015, to issue 12 944 000 new Nexam Chemical shares to the investors in the private placement. The Board considers it to be beneficial for Nexam Chemical and its shareholders to broaden the shareholder base and to take advantage of the opportunity to raise capital for the company. The Board believes that the private placement, which in light of the above is made disapplying the shareholders' pre-emptive rights, will promote the creation of value for all shareholders of Nexam Chemical.
Settlement with investors is expected to take place on or around 15 March 2016 and registration of new shares with the Swedish Companies Registration Office and Euroclear Sweden is expected to take place a few days thereafter.
The price in the private placement corresponds to a discount of approximately 5 per cent compared to the closing share price on 10 March 2016. The issue of new shares for the purpose of the private placement will, after registration of the new shares, result in a dilution of approximately 20 per cent. Through the issue of new shares, the number of shares in Nexam Chemical will increase by 12 944 000, from 51 780 000 shares to 64 724 000, and the share capital will increase by SEK 248 923,076929, from SEK 995 769,230794 to SEK 1 244 692,307723.
Danske Bank is acting as sole lead manager and bookrunner of the private placement. Ashurst is legal adviser to Danske Bank and Setterwalls is legal adviser to Nexam Chemical.
Note: This press release has been translated from Swedish. The Swedish text shall govern for all purposes and prevail in case of any discrepancy with the English version.
For further information please contact:
Lennart Holm, Chairman of the Board, +46-706 30 85 62, firstname.lastname@example.org
Anders Spetz, CEO, +46-703 47 97 00, email@example.com
About Nexam Chemical
Nexam Chemical develops technology and products that make it possible to significantly improve the production process and properties of most types of plastics in a cost-effective manner and with retained production technology. The improved properties include strength, toughness, temperature and chemical resistance as well as service life. The improvements in properties that can be achieved by using Nexam Chemical's technology make it possible to replace metals and other heavier or more expensive materials with plastics in a number of applications. In applications where plastic is already used, Nexam Chemicals products can improve the manufacturing process, reducing material use and enable more environmental friendly alternatives. Example of commercial applications: pipe manufacturing, foam production and high-performance plastics. More information about the business will be found on www.nexamchemical.com. The company´s Certified Adviser is Remium Nordic AB.
This is information required to be disclosed by Nexam Chemical Holding AB (publ) pursuant to the First North Nordic Rulebook. This information was released for publication on11 March 2016, at 8:00am CET.
The release, publication or distribution of this press release in certain jurisdictions may be restricted. This press release does not constitute an offer of, or an invitation to purchase or subscribe for, any securities of Nexam Chemical in any jurisdiction.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the US Securities Act and in compliance with any applicable laws of any state or other jurisdiction of the United States. There will be no public offering of the securities in the United States. Copies of this announcement should not be made in and may not be distributed or sent into the United States, Australia, Hong Kong, Japan, Canada, Singapore, South Africa or New Zealand.
This press release is not a prospectus for the purposes of Directive 2003/71/EC (such Directive, together with any applicable implementing measures under such Directive in the relevant home Member State, the “Prospectus Directive”). Nexam Chemical has not authorized any offer to the public of shares or rights in any Member State of the European Economic Area and no prospectus or other offering document has been or will be prepared in connection with the Private Placement. With respect to each Member State of the European Economic Area and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. In any Relevant 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 Directive.
This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion Order 2005) (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
The Bookrunner is acting exclusively for Nexam Chemical and no one else in connection with the Private Placement. The Bookrunner will not regard any other person (whether or not a recipient of this press release) as its client in relation to the Private Placement and will not be responsible to anyone other than Nexam Chemical for providing the protections afforded to their clients nor for giving advice in relation to the Private Placement or any transaction or arrangement referred to herein. No representation or warranty, express or implied, is made by the Bookrunner as to the accuracy, completeness or verification of the information set forth in this press release, and nothing contained in this press release is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. The Bookrunner assumes no responsibility for its accuracy, completeness or verification and, accordingly, disclaim, to the fullest extent permitted by applicable law, any and all liability which they might otherwise be found to have in respect of this press release or any such statement.
The Private Placement will be subject to conditions and termination events, including those which are customary for such offerings. The Bookrunner reserves the right to exercise or refrain from exercising its rights in relation to the fulfillment or otherwise of any such conditions or the occurrence of any termination event in such manner as it may determine in its absolute discretion. Any investors in the Private Placement will be deemed to acknowledge that any offering of shares hence may not be completed and that neither the company nor the Bookrunner in such event shall have any liability to the investors. Any investors in the Private Placement will further be deemed to acknowledge (i) the information in this press release, (ii) that the investors are not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the company, the Bookrunner or any of their respective affiliates or any non-public information, and (iii) that they have consulted with their own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent they have deemed necessary, and they have made their own investment decisions based upon their own judgment and upon any advice from such advisers as they have deemed necessary. Any investors are also expected to enter into a customary application agreement. The company has not given, and the investors have not received from the company, any non-public information in connection with the Private Placement.
This press release may contain "forward-looking statements”, which are statements related to future events. In this context, forward-looking statements often address Nexam Chemical's expected future business and financial performance, and often contain words such as "expect”, "anticipate”, "intend”, "plan”, "believe”, "seek”, or "will”. Forward-looking statements by their nature address matters that are, to different degrees, uncertain and can be influenced by many factors, including the behavior of financial markets, fluctuations in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of regulation and regulatory, investigative and legal actions; strategic actions; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. These factors may cause Nexam Chemical's actual future results to be materially different than those expressed in its forward-looking statements. Nexam Chemical does not undertake to update its forward-looking statements.