(Oslo, 7 November 2017) Reference is made to the stock exchange release from Nel ASA (“Nel” or the “Company”) published on 27 September 2017 regarding the successful completion of a private placement of 88,000,000 new shares in the Company (the "Private Placement") and the subsequent repair offering of up to 10,000,000 new shares in the Company (the "Subsequent Offering").
The Norwegian Financial Supervisory Authority has approved the prospectus of the Company dated 6 November 2017 (the "Prospectus") related to the Private Placement, and the Subsequent Offering and listing of up to 10,000,000 new shares (the "Offer Shares"), each with a par value of NOK 0.20.
The Prospectus can be obtained electronically by downloading it from www.nelhydrogen.com, https://www.arctic.com/secno and www.carnegie.no, or by contacting Arctic Securities or Carnegie (the "Managers").
In the Subsequent Offering, the Company will, subject to applicable securities laws, grant rights to subscribe for Offer Shares to shareholders in the Company as of close of trading on 27 September 2017 as registered in the Norwegian Central Securities Depository (the "VPS") on 29 September 2017 (the "Record Date") who were not allocated shares in the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (each such eligible shareholder an "Eligible Shareholder", and collectively, "Eligible Shareholders").
The subscription period in the Subsequent Offering commences on 7 November 2017 at 09:00 CET and will end on 20 November 2017 at 16:30 CET (the "Subscription Period"). The subscription price in the Subsequent Offering is NOK 2.50 per Offer Share, which is the equal to the subscription price in the Private Placement.
Eligible Shareholders will be granted 0.01672 Subscription Rights for each share held. Each Subscription Right will give the right to subscribe for one (1) Offer Share. The Subscription Rights will not be tradable or listed on the Oslo Stock Exchange. Oversubscription is permitted. While there can be no assurance of the number of shares that will be available for allocation pursuant to over-subscription, the number of non-eligible shareholders as per the Record Date indicates that the number of shares available for over-subscription is likely higher than normal.
In order to subscribe for shares, one of the Managers must receive a complete and duly signed subscription form within the end of the Subscription Period. Further instructions regarding the subscription procedure is available in the Prospectus. Subscription Rights not used to subscribe for Offer Shares prior to 16:30 CET on 20 November 2017 will lapse without compensations to the holder and consequently be of no value.
Notifications of allocation in the Subsequent Offering are expected to be issued on or about 21 November 2017. The due date for payment of allocated Offer Shares is 22 November 2017 (the "Payment Due Date"). Delivery of the Offer Shares to investors' VPS accounts is expected to take place on or about 27 November 2017.
Arctic Securities and Carnegie acted as joint bookrunners in the Private Placement and the Subsequent Offering. Advokatfirmaet Schjødt AS acted as Norwegian legal counsel to the Company.
