" ... 4.2 The Reorganization and the Distribution
The Company is a newly incorporated Norwegian public limited liability company, currently 100% owned by Nel. The Company was established for the purpose of Nel's reorganization comprising the steps set out below, whereby Nel's business within the fueling division has been contributed to and organized as a separate Group, with the Company as parent company, to facilitate the Listing. All steps, excluding step (x) regarding the Distribution (as defined below), are together referred to as the "Reorganization".
As of the date of this Prospectus, only the Distribution described in step (x) is yet to be completed. For further details about the Reorganization, see Section 7.10.2 "The Reorganization establishing the Group".
(i) The incorporation of the Company as a wholly owned subsidiary of Nel (completed on 13 March 2024).
(ii) The transfer of 100% of the shares in Nel's direct operating subsidiaries Nel Hydrogen Inc, Nel Korea
Co. Ltd, and Nel Hydrogen A/S (together, the "Fueling Entities") to the Company (which indirectly
includes the shares in Nel Austria GmbH, 100% owned by Nel Hydrogen A/S, and Nel Korea Co. Ltd's
4.75% shareholding in Hydrogen Energy Network Co. Ltd ("HyNet")), together with all long term
receivables due to Nel from the Fueling Entities (the "Receivables"). As settlement, the Company (as debtor) issued a seller's credit to Nel (as creditor), in an amount corresponding to the purchase price and market value for the shares in the Fueling Entities and the nominal value of the Receivables.
(iii) Transfer of cash in the aggregate amount of approximately EUR 59.3 million (corresponding to
approximately NOK 688 million) from Nel to the Company against issuance of new Shares in the
Company to Nel and increase in the par value of each Share.
(iv) The conversion of the seller's credit (see item (ii) above) against issuance of new shares in the Company to Nel.
(v) Settlement of net short-term liabilities between the Nel and the Group.
(vi) The entering into of a transitional services agreement (the "TSA") between the Company and Nel,
establishing time-limited mutual provision of support services related to administration, HR, finance and IT.
(vii) The entering into of a joint procedural agreement (the "Joint Procedural Agreement") between certain subsidiaries in the Group and Nel regarding the relationship between the involved parties in relation to the legal dispute with Iwatani, as further described in Section 7.16.2.
(viii) The transfer of a limited set of customer contracts, inter alia related to the sale, installation support, commissioning and related services of electrolysers and related equipment from Nel Hydrogen Inc. to other entities fully owned by Nel.
(ix) Transfer of a limited set of employees between the Company and its subsidiaries on the one hand and Nel and its subsidiaries on the other.
(x) A distribution of the Shares in the Company to the shareholders of Nel by way of a dividend in kind (the "Distribution"). The Distribution was resolved by the board of directors of Nel on 6 June 2024, by use of an authorization granted by the annual general meeting of Nel on 23 April 2024 in accordance with section 8-2 (2) of the Norwegian Public Companies Act and registered with the Norwegian Register of Business Enterprises on 30 April 2024. The Distribution entails that the shareholders of Nel as of close of trading on the Oslo Stock Exchange on 7 June 2024 (being registered as such in the VPS as of close of business on 11 June 2024 pursuant to the VPS' standard two days' settlement procedure (the "Record Date")) will receive one Share in the Company for every 50 shares held in Nel, with no
fractional shares issued and with rounding to the nearest whole share. Any Shares that are not
distributed due to downward rounding will be kept by Nel. These Shares are intended to be transferred to the Company without consideration when appropriate following completion of the Distribution and be held by the Company as treasury shares. Since fractions of shares represent a small value, these will
not be compensated through cash payments to the affected shareholders. The Distribution will be
regarded as repayment of paid in capital by the shareholders of Nel. Completion of the Distribution is
subject to satisfaction of the conditions for Listing set by the Oslo Stock Exchange. There is a risk the
conditions for Listing will not be satisfied in time or at all ..."
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