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 (the "Announcement") regarding the successful
private placement raising gross proceeds of approximately NOK 896 million,
equivalent to EUR 75 million (the "Private Placement"), through issuance of new
shares (the "Offer Shares") at NOK 20.00 per Offer Share (the "Offer Price"),
and a potential subsequent repair offering (the "Subsequent Offering"). All
capitalised terms not defined herein shall have the meaning ascribed to such
terms in the Announcement.
Completion of the Private Placement by delivery of Offer Shares to investors is
subject to all necessary corporate resolutions required to implement the Private
Placement being validly made by the Company, and certain other conditions as
further detailed in the Announcement. Completion of delivery of the Offer Shares
in Tranche 2 is subject to completion of Tranche 1, the extraordinary general
meeting of the Company to be held 11 September 2025 (the "EGM") resolving the
share capital increase pertaining to the issuance of the Tranche 2 Offer Shares,
and certain other conditions as further detailed in the Announcement.
The Company intends to carry out a Subsequent Offering, 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.
The Subsequent Offering will be conducted at a subscription price equal to the
Offer Price with non-tradeable subscription rights for up to 3,000,000 new
shares in the Company 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.
In accordance with the continuing obligations of companies listed on Euronext
Oslo Børs, the following key information is given with respect to the Subsequent
Offering:
- Date on which the terms and conditions of the repair issue were announced: 20
August 2025
- Last day including right to receive subscription rights: 20 August 2025
- Ex-date: 21 August 2025
- Record date: 22 August 2025
- Date of approval: 11 September 2025, subject to approval by the EGM
- Maximum number of new shares: up to 3,000,000 new shares in the Company
- Subscription price: NOK 20.00
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 subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act and Section 4.2.4 of the Oslo Rule
Book II.
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.