NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 28 November 2014
Reference is made to the stock exchange notice published by NEL ASA (the
"Company", ticker "NEL") on 27 November 2014. The Company today announces that
it has raised NOK 65 million in gross proceeds through a private placement of
50,000,000 new shares (the "Offer Shares"), each with a par value of NOK 0.20,
at a price of NOK 1.30 per share (the "Private Placement"). The Private
Placement represents 14.75% of the outstanding capital of the Company.
The Private Placement took place through an accelerated bookbuilding process
managed by Carnegie AS (the "Manager").
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 Private Placement is conditional upon approval by the Company's
Extraordinary General Meeting to be held on or about 19 December 2014.
Conditional notification of allotment for the Private Placement will be sent to
the applicants today through a notification to be issued by the Manager. 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.
The Private Placement was well oversubscribed at the issue price and was
supported by certain existing shareholders and new investors. The waiver of the
preferential rights inherent in a private placement with such participation is
considered necessary in the interest of time and in order to ensure the new
equity at favorable terms.
The Company intends to carry out a subsequent offering of up to 10 million
shares at a subscription price of NOK 1.30 (the "Subsequent Offering"), raising
gross proceeds of up to NOK 13 million. The Subsequent Offering will be directed
towards shareholders in the Company as of 27 November 2014 (as registered in the
VPS on 1 December 2014), who were not contacted in connection with the Private
Placement. These shareholders will receive non-transferable subscription rights
equal to their pro rata shareholding. Over-subscription is allowed. Subscription
without subscription rights will not be permitted. The Subsequent Offering will
be carried out following approval by the EGM and approval of a prospectus.
After the completion of the Private Placement and assuming full subscription in
the Subsequent Offering, the Company will have 398,929,104 shares outstanding,
each with a par value of NOK 0.20.
For further information, please contact:
Lars Christian Stugaard
Acting CEO
+47 23 01 49 06 / +47 47 63 05 22
Lars.christian.stugaard@nel-hydrogen.com
This information is subject of the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
Important information:
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.
Forward-looking statements:
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.
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