NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 22 January 2016
Reference is made to the stock exchange notice of 10 December 2015 regarding the
successful completion of the Private Placement and a proposed Subsequent
Offering of up to 4,500,000 shares directed towards shareholders in NEL ASA
("NEL" or the "Company") as of 9 December 2015 holding less than 1,000,000
shares in the Company who were not allocated shares in the Private Placement
(the "Subsequent Offering").
Due to the current market conditions and the accompanied decline in the trading
prices on the Oslo Stock Exchange, including the trading price of the Company's
shares, the Board of Directors has concluded to cancel the Subsequent Offering
of up to 4,500,000 shares.
The purpose of the Subsequent Offering was to allow shareholders to invest on
equal terms in order to secure equal treatment of shareholders. The subscription
price was therefore set to NOK 3.70 per share, equal to the price in the Private
Placement. Currently, the Company's shares are trading on the Oslo Stock
Exchange with significant trading volumes at prices below the Subsequent
Offering of NOK 3.70. Shareholders therefore have had an extended period to
neutralize the dilution effect of the Private Placement (which for the record
constituted only 4.6% of the outstanding capital at the time) by purchasing
Company's shares in the open market.
For further information, please contact:
Lars Christian Stugaard, CFO
+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The release is not for publication or distribution, in whole or in part directly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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