NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 10 December 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 111 million in gross proceeds
through a private placement of 30 million new shares (the "New Shares") at a
price of NOK 3.70 per share (the "Private Placement").
The Private Placement took place through an accelerated bookbuilding process
managed by Arctic Securities and Carnegie (the "Managers") after close of
markets yesterday.
The net proceeds from the Private Placement will be used for general corporate
purposes, including funding strategic growth initiatives within the Company's
business.
The New Shares will be issued based on a Board authorisation granted by the
Company's annual general meeting on 23 June 2015. Notification of allotment for
the Private Placement will be sent to the applicants today through a
notification to be issued by the Managers. The New Shares will be settled
through a delivery versus payment transaction on 14 December 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, Carnegie (on behalf of the Managers) and Elmo Holding AS.
The Board of Directors of the Company intends to conduct a subsequent offering
of up to 4,500,000 new shares directed towards shareholders in the Company
holding less than 1,000,000 shares in the Company as of close of trading
yesterday, 9 December 2015 (and as registered in the VPS on 11 December 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 an
approved prospectus has been published.
Following registration of the new share capital pertaining to the Private
Placement (and prior to registration of the new share capital pertaining to the
new shares resulting from the Subsequent Offering), the Company will have
680,601,326 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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