NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 22 January 2016
Reference is made to the stock exchange notice of 10 December 2015 regarding the successful completion of the Private Placement and a proposed Subsequent Offering of up to 4,500,000 shares directed towards shareholders in NEL ASA (“NEL” or the “Company”) as of 9 December 2015 holding less than 1,000,000 shares in the Company who were not allocated shares in the Private Placement (the "Subsequent Offering").
Due to the current market conditions and the accompanied decline in the trading prices on the Oslo Stock Exchange, including the trading price of the Company's shares, the Board of Directors has concluded to cancel the Subsequent Offering of up to 4,500,000 shares.
The purpose of the Subsequent Offering was to allow shareholders to invest on equal terms in order to secure equal treatment of shareholders. The subscription price was therefore set to NOK 3.70 per share, equal to the price in the Private Placement. Currently, the Company’s shares are trading on the Oslo Stock Exchange with significant trading volumes at prices below the Subsequent Offering of NOK 3.70. Shareholders therefore have had an extended period to neutralize the dilution effect of the Private Placement (which for the record constituted only 4.6% of the outstanding capital at the time) by purchasing Company’s shares in the open market.
For further information, please contact:
Lars Christian Stugaard, CFO
+47 23 01 49 06
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and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 Manager assumes 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.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.