Approved Prospectus and Commencement of the Subsequent Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 24 June 2015
Reference is made to the stock exchange announcement by NEL ASA (the "Company" or "NEL") on 2 June 2015 regarding the completed Private Placement, and on 23 June 2015 regarding the minutes from an extraordinary general meeting which included, among other resolutions, the approval of the Subsequent Offering.
The Financial Supervisory Authority of Norway has today approved a prospectus prepared by the Company covering the following:
Listing of 51,301,852 New Shares to be issued in connection with the completed Private Placement.
Listing of 148,148,148 shares in connection with the acquisition of H2 Logic A/S.
Offering and listing of up to 22,222,222 offer shares with subscription rights for existing shareholders of the Company as per the end of 1 June 2015 (“Subsequent Offering”).
The Subsequent Offering comprises an offering of up to 22,222,222 offer shares at a subscription price of NOK 1.35 (“Offer Shares”), corresponding to gross proceeds of up to NOK 30 million. The Subsequent Offering will be directed towards the Company's shareholders as of close of the Oslo Stock Exchange on 1 June 2015, as registered in the Norwegian Central Security Depository (VPS) on 3 June 2015, who were not allocated shares in connection with the Private Placement and who 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 “Eligible shareholders”).
Each Eligible Shareholder will be granted 0.13066 non-transferrable subscription rights per share owned as per the end of 1 June 2015. The number of subscription rights will be rounded down to the nearest whole subscription right. Each subscription right gives the right to subscribe for and be allocated one Offer Share in the Subsequent Offering. Over-subscription is allowed and subscription without subscription rights is permitted.
The Subscription Period for the Subsequent Offering is from and including 25 June 2015 to 7 July 2015 at 16:30 (CET). Please note that subscription rights that are not used to subscribe for Offer Shares before the end of the Subscription Period will lapse without compensation and consequently be of no value.
The Subsequent Offering is managed by Carnegie AS.
The Prospectus together with the Subscription Form will be available at www.nel-hydrogen.com and www.carnegie.no, and will also be available free of charge at the business offices of the Company and Carnegie. Norwegian investors with a VPS account can in addition subscribe for Offer Shares online at www.carnegie.no.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Lars Christian Stugaard
+47 23 01 49 06 / +47 47 63 05 22
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 subscription or purchase of shares in the Company is 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. The Manager is acting for the Company and no one else in connection with the Subsequent Offering 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 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.