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(Oslo, 15 June 2020) Reference is made to the stock exchange release from Nel ASA ("Nel" or the "Company") published on 15 June 2020 regarding a contemplated private placement. The Company announces today that it has raised approximately NOK 1,300 million in gross proceeds through a private placement (the "Private Placement") of 70,460,705 new shares (the "New Shares"), at a price per share of NOK 18.45. The transaction price represents a discount of 3.9% to the volume-weighted average price on the transaction day. The Private Placement took place through an accelerated bookbuilding process managed by Carnegie as Bookrunner, and Arctic Securities AS and Sparebank 1 Markets AS as Joint Lead Managers (together with Carnegie the "Managers") after close of markets on 15 June 2020.
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 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. Following registration of the new share capital pertaining to the Private Placement, the Company will have 1,401,395,488 shares outstanding, each with a par value of NOK 0.20.
The Board of Directors of the Company has resolved to carry out a subsequent offering of up to NOK 200m towards the Company's shareholders as of 15 June 2020 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) as of the end of 17 June 2020) who were not allocated shares in the Private Placement (the "Subsequent Offering"). The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement.
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. 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.
