NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Oslo, 2 June 2015
Reference is made to the stock exchange release from NEL ASA (“NEL” or the “Company”) published yesterday regarding the contemplated private placement.
The Company announces today that it has raised NOK 69,257,500 in gross proceeds through a private placement of 51,301,852 new shares (the “New Shares”), each with a par value of NOK 0.20 and a price of NOK 1.35 per share (the “Private Placement”).
The Private Placement, which was fully underwritten by certain large shareholders of the Company, took place through an accelerated bookbuilding process managed by Carnegie AS (the “Manager”) after close of markets yesterday.
The net proceeds from the Private Placement will be used to part finance the cash component of the consideration for 100% of the shares in H2 Logic A/S and to fund strategic growth initiatives within the Company’s business.
The Private Placement was significantly oversubscribed. The New Shares will be issued based on a Board authorisation granted by the Company’s annual general meeting on 22 May 2015. Notification of allotment for the Private Placement will be sent to the applicants today through a notification to be issued by the Manager. The New Shares will be settled through a delivery versus payment transaction on 4 June 2015, 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 Board of Directors of the Company will call for an extraordinary general meeting (the "EGM") to propose to conduct a subsequent offering of up to NOK 30 million directed towards the Company’s shareholders as of 1 June 2015 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) on 3 June 2015) 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 expects that the subscription period for the Subsequent Offering will take place shortly after the EGM.
Following registration of the new share capital pertaining to the Private Placement, the Company will have 450,230,956 shares outstanding, each with a par value of NOK 0.20. Following registration of the new share capital pertaining to the consideration shares to be issued to the shareholders of H2 Logic A/S (and prior to registration of the new share capital pertaining to the new shares resulting from the Subsequent Offering) the Company will have 598,379,104 shares outstanding, each with a par value of NOK 0.20.
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.