NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 1 June 2015
Reference is made to the stock exchange release from NEL ASA (“NEL” or the “Company”) published yesterday regarding the binding agreement to acquire 100% of the shares of H2 Logic A/S (the "Acquisition").
In order to part finance the cash component of the Acquisition and to fund strategic growth initiatives within the Company’s business, NEL has retained Carnegie (the “Manager”) to advise on and effect an undocumented private placement of 51,301,852 new shares at a subscription price of NOK 1.35 per new share, raising gross proceeds of approximately NOK 70 million (the "Private Placement"). The Private Placement is directed towards Norwegian and international investors and is, as previously communicated, fully underwritten by certain large shareholders of the Company.
The minimum order in the Private Placement has been set to the number of shares that equals an aggregate purchase price of NOK 2 million.
The bookbuilding period for the Private Placement opens today at 16:30 CET and closes 2 June 2015 at 08:00 CET. The Manager may, however, at any time resolve to close or extend the bookbuilding period at its 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 annual general meeting on 22 May 2015. The shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction on a regular t+2 basis by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to a share lending agreement between the Company, the Manager and Elmo Holding AS.
The waiver of the preferential rights inherent in a private placement is considered necessary in the interest of time and in order to ensure the completion of the Acquisition.
In connection with the completion of the Private Placement, the Board of Directors of the Company intends to call for an extraordinary general meeting (the "EGM") to propose to conduct a subsequent offering of up to NOK 30 million directed towards shareholders in the Company as of close of trading today, 1 June 2015 (and as registered in the VPS on 3 June 2015) who are 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 expects that the subscription period for the Subsequent Offering will take place shortly after the EGM.
For further information, please contact:
Lars Christian Stugaard
+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.