NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
(Oslo, 9 April 2019) Reference is made to the stock exchange announcement by Nel ASA ("Nel" or the "Company") on 2 April 2019, regarding the commencement of a subsequent offering of up to 12,500,000 new shares (the "Offer Shares") (the "Subsequent Offering").
The Subsequent Offering expired today, 9 April 2019, at 16:30 hours (CET). The Company has received subscriptions for 41,149,685 Offer Shares from eligible shareholders in the Subsequent Offering and the Subsequent Offering has accordingly been significantly oversubscribed.
The Company's board of directors will resolve the allocation of the subscribed Offer Shares amongst the subscribers based on the allocation criteria set out in the Company's prospectus dated 29 March 2019 (the "Prospectus") tomorrow morning, 10 April 2019.
Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed following the allocation tomorrow morning. Payment for the allocated shares falls due on 12 April 2019 in accordance with the payment procedures described in the Prospectus.
Subject to timely payment of the entire subscription amount in the Subsequent Offering, the Company expects that the share capital increase pertaining to the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises on or about 17 April 2019 and that the New Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 23 April 2019. The New Shares will be tradable immediately after the registration of the share capital with the Norwegian Register of Business Enterprises.
Following the issuance of the Offer Shares, the issued share capital of the Company will be NOK 242,889,761.20, divided into 1,214,448,806 shares, each with a par value of NOK 0.20 (subject to allocation and payment for all the subscribed Offer Shares).
The following primary insiders (or related parties thereof) of the Company have subscribed for Offer Shares:
- Hanne Skaarberg Holen, Chair of the Board, has subscribed for 4,000 Offer Shares
- Ole Enger, member of the Board, has subscribed for 5,000 Offer Shares
Carnegie AS, SpareBank 1 Markets AS and Norne Securities act as managers in the Subsequent Offering (the "Managers"). Advokatfirmaet Thommessen AS acts as Norwegian legal counsel.
For additional information, please contact:
Bent Skisaker, CFO, +47 468 21 693
About Nel ASA | www.nelhydrogen.com
Nel Hydrogen is a global, dedicated hydrogen company, delivering optimal solutions to produce, store and distribute hydrogen from renewable energy. We serve industries, energy and gas companies with leading hydrogen technology. Since its origins in 1927, Nel has a proud history of development and continual improvement of hydrogen plants. Our hydrogen solutions cover the entire value chain from hydrogen production technologies to manufacturing of hydrogen fueling stations, providing all fuel cell electric vehicles with the same fast fueling and long range as conventional vehicles today.
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 Managers assume 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.