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, 15 June 2020) Nel ASA ("Nel" or the "Company") has retained and Carnegie AS as Bookrunner, and Arctic Securities AS and SpareBank 1 Markets AS as Joint Lead Managers (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") to raise proceeds up to NOK 1,300 million, representing approximately 5% of the outstanding capital of the Company at current share price levels.
The Company continues to experience strong momentum in the hydrogen industry, with fast-growing focus on green hydrogen driven by rapid fall in the cost of renewable energy and strong focus on green hydrogen from various governments. The global hydrogen momentum is evidenced through several larger project announcements within a variety of end-market applications, highlighting the opportunities facing Nel as one of the leading players within green hydrogen.
Nel continues to concentrate its efforts on maintaining and improving its competitive position with sustained increase in activity levels and size of projects. The increased number of opportunities seen in the market will put additional demands on the Company and its organization. To ensure financial capacity and flexibility to pursue these opportunities as they develop, Nel has decided to further strengthen the Company’s balance sheet through a Private Placement. The net proceeds from the Private Placement will allow the Company to pursue larger - and higher volume of projects as well as strategic opportunities. In addition, the Company will further build the organization, invest in R&D activities, and fund additional working capital requirements, as well as general corporate purposes.
The price in the Private Placement will be determined through an accelerated book-building process. The minimum application and allocation amount have 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 book-building period for the Transaction opens today at 16:30 CET and closes 16 June 2020 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the book-building 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 13 May 2020. Allocated shares are expected to be settled on or around 18 June 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 17 June 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, 15 June 2020 (and as registered in the VPS as of the end of 17 June 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.