NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY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.
(June 6, 2024 - Oslo, Norway) Reference is made to the stock exchange announcement by Nel ASA ("Nel", OSE: NEL) earlier today regarding the distribution of up to 33,618,145 shares in Cavendish Hydrogen ASA ("Cavendish", OSE: CAVEN) to the shareholders of Nel, and the contemplated listing of the shares in Cavendish ("Cavendish Shares") on the Oslo Stock Exchange (the "Listing").
– Date of approval of the distribution: June 6, 2024
– Last day including right: June 7, 2024
– Ex-date: June 10, 2024
– Record date: June 11, 2024
– Distribution date: On or about June 12, 2024*
– Listing date: On or about June 12, 2024**
– ISIN for the Cavendish share: NO 001 3219535
– Exchange ratio: 50 shares in Nel give the right to receive one Cavendish Share (rounded to the nearest whole share)***
* Completion of the distribution is subject to satisfaction of the conditions for the Listing set by the Oslo Stock Exchange.
** Subject to timely publication of a listing prospectus to be approved by the Financial Supervisory Authority of Norway and satisfaction of the conditions for the Listing set by the Oslo Stock Exchange, the Cavendish Shares are expected to be listed and commence trading on the Oslo Stock Exchange on or about June 12, 2024. No assurance can be given that the conditions for Listing will be satisfied in time or at all.
*** In connection with the internal reorganization and spin-off of Cavendish, Nel has estimated the value of the distributed Cavendish Shares to approximately NOK 0.63 per share in Nel, which entails a value per Cavendish Share of fifty times such amount (as the ratio between the total number of Nel shares and the total number of Cavendish Shares is 50:1), being approximately NOK 31.60 per Cavendish Share. Please note that this valuation has been prepared previously for corporate, accounting, and tax purposes and may not be indicative of the market capitalization of Cavendish once trading in the Cavendish Shares commences at the Oslo Stock Exchange.
Since fractions of shares represent a small value compared to the cost of distributing a cash compensation for such fractions, these will not be compensated through cash payments to the affected shareholders. Any Cavendish Shares that are not distributed due to downward rounding will be kept by Nel.
The distribution will be regarded as repayment of paid in capital by the shareholders of Nel. Nel's 418,033 treasury shares will not be eligible for distribution.
