NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 10 June 2024: Reference is made to the stock exchange announcements by Nel ASA ("Nel", OSE: NEL) and Cavendish Hydrogen ASA ("Cavendish", OSE: CAVEN) on 31 May 2024, where it was announced that Cavendish has applied for admission to trading of its shares on the main board of the Oslo Stock Exchange (the "Listing"). Further reference is made to the announcement by the Oslo Stock Exchange on 6 June 2024 relating to the approval of Cavendish's application for Listing, subject to satisfaction of certain conditions, and the stock exchange announcements by Nel and Cavendish on 6 June 2024 regarding the resolution by the Board of Directors of Nel to distribute the shares in Cavendish to Nel's shareholders as dividend in kind.
Cavendish has prepared a prospectus in connection with the Listing. The prospectus has today, 10 June 2024, been approved by the Financial Supervisory Authority of Norway. The prospectus is attached to this stock exchange announcement and will be made available on https://cavendishh2.com/, https://www.carnegie.no/ongoing-prospectuses-and-offerings/, https://www.arctic.com/ and https://research.fearnleysecurities.no/Transactions/. Hard copies of the prospectus may be obtained free of charge by contacting Cavendish.
Subject to satisfaction of the conditions for Listing set by the Oslo Stock Exchange, the first day of trading of Cavendish's shares on the Oslo Stock Exchange is expected to be on or about 12 June 2024. No assurance can currently be given that the conditions for Listing will be satisfied in time or at all.
For further information, please contact:
Marcus Halland, CFO, +47 930 90 190
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and section 4.5 of the Oslo Rule Book II – Issuer Rules.
IMPORTANT NOTICE
These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of Cavendish Hydrogen ASA (the "Issuer") in the United States or any other jurisdiction. The securities of the Issuer may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Issuer have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of securities will be made in connection with the Listing, within or outside the United States.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive any offering without an approved prospectus in such EEA Member State. The "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Issuer. Neither the Issuer, its advisors nor any of their respective affiliates accepts any liability arising from the use of this announcement.
The publication, distribution or release of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Specifically, neither this announcement nor the information contained herein is for publication, distribution, or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.