NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
(Oslo, 21 January 2020) Nel ASA ("Nel" or the "Company") has retained Arctic Securities AS, Carnegie AS and SpareBank 1 Markets AS as joint bookrunners (together 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").
Nel is one of the leading players within green hydrogen as a technologies manufacturer of electrolysers and hydrogen fueling stations. The Company experiences continued strong trends in the hydrogen market, with fast-growing interest in green hydrogen as the rapid fall in the cost of renewable energy (e.g. solar and wind power) eventually drives down the cost of renewable hydrogen to levels that can outcompete natural-gas based fossil hydrogen. The high activity and interest is i.a. evidenced by large industry- and energy companies increasingly engaging in green hydrogen projects. The activity of Nel’s competitors is also growing, with selected competitors receiving capital injections from large industrial companies during 2019. In order to maintain and improve its position, the Company believes it needs to step up the activity level even faster than it previously envisioned. In addition, projects grow in order of magnitude and Nel sees the need to have a strong balance sheet and financial position in order to take on and successfully deliver on future projects.
In the Private Placement, the Company is offering up to 89 million new shares, representing up to approximately 7.3% of the outstanding capital of the Company. The price in the Private Placement will be determined through an accelerated bookbuilding process. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
The net proceeds from the Private Placement will be used for:
- Maintain and strengthen market position through accelerated investments in technology and organization to take advantage of the attractive market opportunities
- Strengthening investment in development and innovation across segments and technologies to stay on the technological forefront
- Continue to develop the organization, both within management systems, engineering, project execution, production and process improvement
- Additional focus on people and safety
- Strengthening the balance sheet and financial position to satisfy counterparty requirements on large scale projects
- Ability to satisfy contractual obligations
- Ability to provide required bonds/guarantees
- The proceeds will also fund additional working capital in response to increased order volumes and contract sizes, as well as general corporate purposes
The bookbuilding period for the Transaction opens today at 16:30 CET and closes 22 January 2020 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period, or cancel the Private Placement, 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 general meeting held 28 March 2019. Allocated shares are expected to be settled on or around 24 January 2020 through a delivery versus payment transaction on a regular t+2 basis. However, the new shares will not be tradable before the new capital is registered by the Norwegian Register of Business Enterprises, expected on or about 23 January 2020, based on a pre-payment agreement with the Managers.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement is considered necessary in the interest of time and successful completion. However, subject to completion of the Private Placement, the Board of Directors of the Company will consider to carry out a subsequent offering directed towards existing shareholders in the Company as of the end of trading today, 21 January 2020 (and as registered in the VPS as of the end of 23 January 2020) 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 who were 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. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, as well as the subsequent offering considered, the Board of Directors has concluded that the conclusion of the Private Placement on acceptable terms at this time is in the common interest of the shareholders of the Company.
More information, included risks associated with the investment, see attached company presentation.
