NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 9 December 2015
NEL ASA (the "Company") has retained Arctic Securities and Carnegie (the
"Managers") to advise on and effect an undocumented private placement of new
shares directed towards Norwegian and international investors after the close of
Oslo Stock Exchange today (the "Private Placement"). The net proceeds from the
Private Placement will be used for general corporate purposes, including funding
strategic growth initiatives within the Company's business.
In the Private Placement, the Company is offering up to 30,000,000 new shares,
representing up to ~4.6% of the outstanding capital of the Company. The price in
the Private Placement will be determined through an accelerated bookbuilding
process. The minimum subscription in the Private Placement has been set to the
number of shares that equals an aggregate purchase price of the NOK equivalent
of EUR 100,000.
The bookbuilding period for the Private Placement opens today at 16:30 CET and
closes 10 December 2015 at 08:00 CET. The Managers may, however, at any time
resolve to close or extend the bookbuilding period at their sole discretion and
on short notice.
The new shares to be issued in connection with the Private Placement will be
issued based on a Board authorisation granted by the Company's extraordinary
general meeting on 23 June 2015. The shares allocated in the Private Placement
are expected to be settled through a delivery versus payment transaction on a
regular t+2 basis 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, Carnegie (on behalf of the Managers) and Elmo
Holding AS. The shares are thus tradable from allocation.
The waiver of the preferential rights inherent in a private placement is
considered necessary in the interest of time and successful completion. However,
the Board of Directors of the Company may consider to conduct a subsequent
offering directed towards shareholders in the Company holding less than
1,000,000 shares in the Company as of close of trading today, 9 December 2015
(and as registered in the VPS on 11 December 2015) who are not allocated shares
in the Private Placement (the "Subsequent Offering"). The subscription price in
a potential Subsequent Offering will be equal to the subscription price in the
Private Placement.
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 Managers assume 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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