NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Nel ASA: Private placement successfully completed
(Oslo, 27 September 2017) Reference is made to the stock exchange release from Nel ASA ("Nel" or the "Company") published on 27 September 2017 regarding a contemplated private placement of new shares. The Company announces today that it has raised NOK 220 million in gross proceeds through a private placement (the "Private Placement") of 88,000,000 new shares (the "New Shares"), at a price per share of NOK 2.50.
The Private Placement took place through an accelerated bookbuilding process managed by Arctic Securities and Carnegie (the "Managers") after close of markets on 27 September 2017. The Private Placement was significantly oversubscribed and the Company received strong interest from both existing shareholders and new high quality institutional investors.
The net proceeds from the Private Placement will be used to for (i) additional working capital in response to increased order volumes and improved positioning to benefit from markets with high activity and growth momentum, (ii) build-up of organization in connection with additional purchase orders, (iii) better financial positioning for large European power-to-gas projects; and (iv) positioning the Company with the opportunity to take on attractive projects with strong industrial partners, as well as for general corporate purposes.
The New Shares will be issued based on a Board authorisation granted by the Company's annual general meeting on 15 May 2017. Notification of allotment for the Private Placement and payment instructions will be sent today to the subscribers which have been allocated New Shares on or about 28 September 2017. The Private Placement will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement between the Joint Bookrunners, the Company and key shareholders of the Company. The shares delivered to the subscribers will thus be tradable upon delivery. The Joint Bookrunners will settle the share loan with new shares in the Company to be issued by the Board pursuant to an authorisation given by the Company’s general meeting held 15 May 2017.
The Board of Directors of the Company has resolved to undertake a subsequent offering of up to 10,000,000 new shares towards the Company's shareholders as of 27 September 2017 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) as of the end of 29 September 2017) 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.
Following registration of the new share capital pertaining to the Private Placement, the Company will have 988,714,952 shares outstanding, each with a par value of NOK 0.20.
The following primary insiders (or related parties thereof) of the Company have ordered and been allocated shares in the Private Placement:
FateBuret AS, controlled by Finn Jebsen who is a member of the Board, have been allocated 50,000 New Shares, and will following completion hold 300,000 shares in the Company.
Hanne Skaaberg Holen, member of the Board, has been allocated 50,000 New Shares, and will following completion hold 260,000 shares in the Company.
Ole Enger, member of the Board, has been allocated 50,000 New Shares, and will following completion hold 140,000 shares in the Company.