NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the stock exchange announcement made by BEWI ASA ("BEWI" or
the "Company") earlier today regarding a contemplated private placement of new
shares in the Company (the "Private Placement").
BEWI is pleased to announce that the Private Placement has been successfully
placed, allocating 44,800,000 new shares ("Offer Shares") at NOK 20.00 per Offer
Share (the "Offer Price"), raising gross proceeds to the Company of NOK 896
million, equivalent to EUR 75 million.
The net proceeds from the Private Placement will be used to strengthen the
Company's balance sheet and for general corporate purposes.
DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, acted
as joint bookrunners in the Private Placement (jointly, the "Managers").
Timeline and settlement
Notification of allocation of Offer Shares (conditional in respect of Tranche 2,
see below) are expected to be issued by the Managers on 21 August 2025.
The Private Placement consists of one tranche with 38,344,458 Offer Shares,
representing 20% of the current outstanding shares in the Company, which has
been resolved issued by the Company's board of directors (the "Board") pursuant
to the authorisation granted by the Company's annual general meeting on 21 May
2025 ("Tranche 1"), and a second tranche with 6,455,542 Offer Shares,
representing 3.4% of the current outstanding shares in the Company, which will
be proposed issued by an extraordinary general meeting of the Company expected
to be held on 11 September 2025 (the "EGM") ("Tranche 2"). Offer Shares
allocated in Tranche 1 and Tranche 2 (conditional) will be settled on a delivery
versus payment ("DVP") basis by delivery of existing and unencumbered shares in
the Company already admitted to trading on the Oslo Stock Exchange pursuant to a
share lending agreement expected to be entered into between the Managers, the
Company and BEWI Invest AS (the "Share Lending Agreement").
The Offer Shares in Tranche 1 will be delivered on a DVP T+2 basis on or about
25 August 2025 and be tradable upon allocation. The Offer Shares in Tranche 2
are expected to be delivered on a DVP basis on or about 15 September 2025 and be
tradeable following and subject to approval of the issuance of the Tranche 2
Offer Shares by the EGM. The Managers will settle the share lending arrangement
for Tranche 2 with new shares in the Company to be issued and redelivered to the
share lender on a separate ISIN, and such shares will not be tradable on the
Oslo Stock Exchange until a prospectus has been approved by the Financial
Supervisory Authority of Norway and published by the Company (the "Prospectus").
BEWI Invest AS has been allocated a number of Tranche 1 Offer Shares as required
to maintain an ownership above 50% in the Company's share capital following
completion of Tranche 1, and its remaining allocation is made in Tranche 2 (see
further details below). All new investors have been allocated Offer Shares in
Tranche 1, and existing shareholders pro-rata between Tranche 1 and Tranche 2.
Following registration of the share capital increase pertaining to the issuance
of Offer Shares in Tranche 1, the Company's share capital will be NOK
230,066,748, divided into 230,066,748 shares, each with a par value of NOK 1.00.
Following registration of the share capital increase pertaining to the issuance
of Offer Shares in both Tranche 1 and Tranche 2, the Company's share capital
will be NOK 236,522,290, divided into 236,522,290 shares, each with a par value
of NOK 1.00.
Allocation of Offer Shares
The following close associates of primary insiders in BEWI have been allocated
Offer Shares at the Offer Price in the Private Placement as follows:
- BEWI Invest AS, close associate of Christian Bekken (CEO), has been allocated
17,305,113 Offer Shares in Tranche 1 and 5,583,207 Offer Shares in Tranche 2 (in
aggregate NOK ~458 million);
- HAAS AS, close associate of Andreas Mjølner Akselsen (board member), has been
allocated 681,332 Offer Shares in Tranche 1 and 68,668 Offer Shares in Tranche 2
(in aggregate NOK 15 million);
- Kverva Industrier AS, close associate of Pernille Skarstein (board member),
has been allocated 3,597,368 Offer Shares in Tranche 1 and 362,560 Offer Shares
in Tranche 2 (in aggregate NOK ~79 million); and
- Calea AB, close associate of Kristina Schauman (board member), has been
allocated 27,253 Offer Shares in Tranche 1 and 2,747 Offer Shares in Tranche 2
(in aggregate NOK 0.6 million).
Further details regarding the allocation of Offer Shares to primary insiders and
close associates will be released in separate announcements.
Conditions for completion of the Private Placement
Completion of the Private Placement by delivery of Offer Shares to investors is
subject to (i) all necessary corporate resolutions required to implement the
Private Placement being validly made by the Company, and (ii) the Share Lending
Agreement remaining unmodified and in full force and effect pursuant to its
terms and conditions. Completion of delivery of the Offer Shares in Tranche 2 is
subject to (i) completion of Tranche 1, (ii) the EGM resolving the share capital
increase pertaining to the issuance of the Tranche 2 Offer Shares, and (iii) the
Share Lending Agreement remaining unmodified and in full force and effect
pursuant to its terms and conditions (jointly, the "Conditions").
The applicants acknowledge that the Private Placement will be cancelled if the
Conditions are not fulfilled, and that completion of Tranche 1 is not
conditional upon completion of Tranche 2. The delivery of Offer Shares under
Tranche 1 will remain final and binding and cannot be revoked, cancelled or
terminated by the respective applicants even if Tranche 2, for whatever reason,
is not completed.
Shareholders representing in aggregate approx. 85% of the shares and votes in
BEWI, have undertaken to vote in favour of the resolutions at the EGM, including
the issuance of the Offer Shares in Tranche 2.
Equal treatment considerations and potential subsequent offering
The Private Placement represents a deviation from the shareholders' preferential
rights to subscribe for the Offer Shares. The Private Placement has been
considered by the Board in light of the equal treatment obligations under the
Norwegian Public Limited Liability Companies Act and the Norwegian Securities
Trading Act. The Board is of the view that the Private Placement is in
compliance with these requirements. The issuance of the Offer Shares is carried
out as a private placement in order to inter alia strengthen the Company's
balance sheet. By structuring the equity raise as a private placement (with a
potential Subsequent Offering, as defined below), the Company is able to
efficiently raise capital for the abovementioned purpose at a market-based offer
price. The Board notes that the Offer Price is approximately equal to the volume
weighted average price (VWAP) of the Company's shares on the Oslo Stock Exchange
on 20 August 2025, and represents a 5.9% discount to the Company's closing share
price on 20 August 2025. Additionally, the Company received pre-commitments and
support from larger shareholders and selected potential new long-term investors
to reduce transaction risk. On the basis of the above, and an assessment of the
current equity markets as advised by the Managers, deal execution risk,
available alternatives, and the potential Subsequent Offering (see below), the
Board is of the opinion that the waiver of the preferential rights inherent in
the Private Placement is in the common interest of the Company and its
shareholders.
To mitigate the dilution of existing shareholders, the Board intends to carry
out a subsequent offering of up to 3,000,000 new shares in the Company at the
Offer Price (equal to NOK 60 million) (the "Subsequent Offering"). Any such
Subsequent Offering, if applicable and subject to applicable securities laws,
will be directed towards existing shareholders in the Company as of 20 August
2025 (as registered in the VPS two trading days thereafter), who (i) were not
included in the wall-crossing phase of the Private Placement, (ii) were not
allocated Offer Shares in the Private Placement, and (iii) 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.
The Subsequent Offering is subject to (i) completion of the Private Placement
(including the resolution by the EGM to issue the Tranche 2 Offer Shares), (ii)
necessary corporate approvals including the Board resolving to issue shares in
the Subsequent Offering based on an authorisation to be granted by the EGM,
(iii) approval and publication of the Prospectus, and (iv) the prevailing market
price of the Company's shares together with the corresponding trading volume
following the Private Placement. The Board may decide that the Subsequent
Offering shall not be carried out if the Company's shares trade at or below the
subscription price in the Subsequent Offering (i.e. the Offer Price) at
sufficient volumes.
Advisors
DNB Carnegie, a part of DNB Bank ASA, and Nordea Bank Abp, filial i Norge, are
acting as Managers in the Private Placement.
Wikborg Rein Advokatfirma AS is acting as a legal advisor to the Company in
connection with the Private Placement.
For further information, please contact:
Charlotte Knudsen, Director of IR and Communications BEWI ASA, tel: +47 9756
1959
Marie Danielsson, CFO BEWI ASA, tel: +46 70 661 00 47
About BEWI ASA
BEWI is an international provider of packaging, components, and insulation
solutions. The company's commitment to sustainability is integrated throughout
the value chain, from production of raw materials and end goods, to recycling of
used products. With a vision to protect people and goods for a better every day,
BEWI is leading the change towards a circular economy.
BEWI ASA is listed at the Euronext Oslo Børs under ticker BEWI.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. This information was
submitted for publication, through the agency of the contact persons set out
above, on the time and date provided.
Important information
These materials are not and do not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. Copies of these materials are
not being made and may not be distributed or sent into any jurisdiction in which
such distribution would be unlawful or would require registration or other
measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the Private Placement in the
United States or to conduct a public offering of securities in the United
States. Any sale in the United States of the securities mentioned herein will be
made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A
under the Securities Act, pursuant to an exemption from the registration
requirements under the Securities Act, as well as to major U.S. institutional
investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as
amended.
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
EU Prospectus Regulation, i.e., only to investors who can receive any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).
In the United Kingdom, this communication is only addressed to and is only
directed at qualified investors who are (i) 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) 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 communication 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 communication contains forward-looking statements concerning future events,
including possible issuance of equity securities of the Company. Forward-looking
statements are statements that are not historical facts and may be identified by
words such as "believe", "expect", "anticipate", "strategy", "intends",
"estimate", "will", "may", "continue", "should" and similar expressions. The
forward-looking statements in this communication 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. Actual events may differ
significantly from any anticipated development due to a number of factors,
including, but not limited to, changes in investment levels and need for the
group's services, changes in the general economic, political, and market
conditions in the markets in which the group operate, and changes in laws and
regulations. Such risks, uncertainties, contingencies, and other important
factors include the possibility that the Company will determine not to, or be
unable to, issue any equity securities, and could cause actual events to differ
materially from the expectations expressed or implied in this communication by
such forward-looking statements. The Company does not make any guarantees that
the assumptions underlying the forward-looking statements in this communication
are free from errors.
The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. Each of the Company, the Managers, and their respective affiliates
expressly disclaims any obligation or undertaking to update, review, or revise
any statement contained in this communication whether as a result of new
information, future developments or otherwise, unless required by laws or
regulations.
The Managers are acting exclusively 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 its 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 make any representation as to the accuracy or completeness of this
announcement and none of them accepts any liability arising from the use of this
announcement or 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.
Certain figures contained in this announcement have been subject to rounding
adjustments. Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly with the
total figure given.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.