NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 2 June 2015
Reference is made to the stock exchange release from NEL ASA ("NEL" or the
"Company") published yesterday regarding the contemplated private placement.
The Company announces today that it has raised NOK 69,257,500 in gross proceeds
through a private placement of 51,301,852 new shares (the "New Shares"), each
with a par value of NOK 0.20 and a price of NOK 1.35 per share (the "Private
Placement").
The Private Placement, which was fully underwritten by certain large
shareholders of the Company, took place through an accelerated bookbuilding
process managed by Carnegie AS (the "Manager") after close of markets yesterday.
The net proceeds from the Private Placement will be used to part finance the
cash component of the consideration for 100% of the shares in H2 Logic A/S and
to fund strategic growth initiatives within the Company's business.
The Private Placement was significantly oversubscribed. The New Shares will be
issued based on a Board authorisation granted by the Company's annual general
meeting on 22 May 2015. Notification of allotment for the Private Placement will
be sent to the applicants today through a notification to be issued by the
Manager. The New Shares will be settled through a delivery versus payment
transaction on 4 June 2015, by delivery of existing and unencumbered shares in
the Company that are already listed on the Oslo Stock Exchange pursuant to a
share lending agreement between the Company, the Manager and Elmo Holding AS.
The Board of Directors of the Company will call for an extraordinary general
meeting (the "EGM") to propose to conduct a subsequent offering of up to NOK 30
million directed towards the Company's shareholders as of 1 June 2015 (as
documented by the shareholder register in the Norwegian Central Securities
Depository (VPS) on 3 June 2015) who were not allocated shares in the Private
Placement (the "Subsequent Offering"). The subscription price in the Subsequent
Offering will be equal to the subscription price in the Private Placement. The
Company expects that the subscription period for the Subsequent Offering will
take place shortly after the EGM.
Following registration of the new share capital pertaining to the Private
Placement, the Company will have 450,230,956 shares outstanding, each with a par
value of NOK 0.20. Following registration of the new share capital pertaining to
the consideration shares to be issued to the shareholders of H2 Logic A/S (and
prior to registration of the new share capital pertaining to the new shares
resulting from the Subsequent Offering) the Company will have 598,379,104 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
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 Private Placement 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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