Nel ASA: Contemplated private placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER
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.
(Oslo, 23 March 2022) Nel ASA ("Nel" or the "Company") has retained Carnegie AS
and Morgan Stanley & Co. International plc as joint bookrunners (together the
"Managers") to advise on and effect a private placement of new ordinary shares
in the Company (the "Offer Shares") to raise gross proceeds of approximately NOK
1,500 million (the "Private Placement"). The subscription price per Offer Share
in the Private Placement (the "Subscription Price") will be determined by the
Company's Board of Directors (the "Board") on the basis of an accelerated book
-building process conducted by the Managers.
Nel is experiencing ever-increasing interest and opportunities within the
hydrogen industry and has more than doubled the addressable pipeline to USD 12
billion from the end of Q3-21 to the end of Q4-21. The Company is committed to
capitalizing on its position as a technology frontrunner and will continue to
invest in building scale to develop the organization and the fueling, alkaline
and PEM technology platforms. The net proceeds from the Private Placement will
be used for continued investments in production capacity, organizational growth
linked to order intake and tender activity, and general corporate purposes.
The application period in the Private Placement will commence today, 23 March
2022 at 16:30 CET and close on 24 March 2022 at 08:00 CET. The Managers and the
Company may, however, at any time resolve to close or extend the application
period on short or without notice. If the application period is shortened or
extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and
international investors (a) outside the United States in reliance on Regulation
S under the U.S, Securities Act of 1933, as amended (the "U.S. Securities Act"),
and (b) to investors in the United States who are "qualified institutional
buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act, in each
case subject to an exemption being available from prospectus requirements and
any other filing or registration requirements in the applicable jurisdictions
and subject to other selling restrictions. The minimum application and
allocation amount has been set to the NOK equivalent of EUR 100,000 per
investor. The Company may, however, at its sole discretion, allocate an amount
below EUR 100,000 to the extent applicable exemptions from the prospectus
requirements pursuant to the Norwegian Securities Trading Act and ancillary
regulations are available. Further selling restrictions and transaction terms
will apply.
Allocation of Offer Shares will be determined at the end of the application
period by the Board in consultation with the Managers, at its sole discretion.
The Company may focus on allocation criteria such as (but not limited to)
existing ownership in the Company, timeliness of the application, price
leadership, relative order size, sector knowledge, investment history, perceived
investor quality and investment horizon.
Allocated shares are expected to be settled on or around 28 March 2022 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 25 March 2022,
based on a pre-payment agreement with the Managers.
Completion of the Private Placement is subject to (i) approval by the Board
pursuant to an authorisation to increase the share capital granted by the
Company's general meeting held 15 April 2021, (ii) the Board resolving to
consummate the Private Placement and allocate the Offer Shares, (iii) the
placement agreement entered into by the Joint Bookrunners and the Company on 23
March 2022 not being terminated in accordance with the terms thereof and (iv)
payment for the Offer Shares and registration of the share capital increase in
the Company pertaining to the Private Placement with the Norwegian Register of
Business Enterprises (jointly the "Conditions").
The Company reserves the right, at any time and for any reason, to cancel,
and/or modify the terms of, the Private Placement prior to completion. Neither
the Company nor the Managers will be liable for any losses incurred by
applicants if the Private Placement is cancelled, irrespective of the reason for
such cancellation.
Subject to completion of the Private Placement, the Company has agreed to a 90
days lock-up for the Company, subject to customary exemptions (including for
share issuances under employee share option plans).
The Company further refers to separate announcements of today concerning
Commercial Contract Update and 2021 Financial Statements.
The Board has considered the structure of the contemplated capital raise in
light of the equal treatment obligations under the Norwegian Public Limited
Companies Act, the Norwegian Securities Trading Act and the rules on equal
treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange and the Oslo Stock Exchange's guidelines on the rule of equal
treatment, and is of the opinion that the proposed Private Placement is in
compliance with these requirements. By structuring the transaction as a private
placement, the Company will be in a position to raise capital in an efficient
manner, with a lower discount to the current trading price and with
significantly lower completion risks compared to a rights issue. In addition,
the Private Placement is subject to marketing through a publicly announced
bookbuilding process and a market-based offer price should therefore be
achieved. Furthermore, the number of New Shares to be issued in connection with
the contemplated Private Placement implies that the dilution of existing
shareholders will be limited. On this basis and based on an assessment of the
current equity markets, the Board has considered the Private Placement to be in
the common interest of the Company and its shareholders. As a consequence of the
private placement structure, the shareholders' preferential rights to subscribe
for the New Shares will be deviated from.
Advisors
Carnegie AS and Morgan Stanley & Co. International plc are acting as joint
bookrunners in the Private Placement. Advokatfirmaet Schjødt AS is acting as the
Company's legal advisor and Advokatfirmaet Thommessen AS is acting as the
Managers' legal advisor.
This information is subject to a duty of disclosure pursuant to Section 5-12 of
the Norwegian Securities Trading Act. This information was issued as inside
information pursuant to the EU Market Abuse Regulation, and was published by
Wilhelm Flinder, Head of Investor Relations, at NEL ASA on the date and time
provided.
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