NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG
KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION
OR RELEASE WOULD BE UNLAWFUL.
(June 6, 2024 - Oslo, Norway) Reference is made to the stock exchange
announcement by Nel ASA ("Nel", OSE: NEL) earlier today regarding the
distribution of up to 33,618,145 shares in Cavendish Hydrogen ASA ("Cavendish",
OSE: CAVEN) to the shareholders of Nel, and the contemplated listing of the
shares in Cavendish ("Cavendish Shares") on the Oslo Stock Exchange (the
"Listing").
- Date of approval of the distribution: June 6, 2024
- Last day including right: June 7, 2024
- Ex-date: June 10, 2024
- Record date: June 11, 2024
- Distribution date: On or about June 12, 2024*
- Listing date: On or about June 12, 2024**
- ISIN for the Cavendish share: NO 001 3219535
- Exchange ratio: 50 shares in Nel give the right to receive one Cavendish
Share (rounded to the nearest whole share)***
* Completion of the distribution is subject to satisfaction of the conditions
for the Listing set by the Oslo Stock Exchange.
** Subject to timely publication of a listing prospectus to be approved by the
Financial Supervisory Authority of Norway and satisfaction of the conditions for
the Listing set by the Oslo Stock Exchange, the Cavendish Shares are expected to
be listed and commence trading on the Oslo Stock Exchange on or about June 12,
2024. No assurance can be given that the conditions for Listing will be
satisfied in time or at all.
*** In connection with the internal reorganization and spin-off of Cavendish,
Nel has estimated the value of the distributed Cavendish Shares to approximately
NOK 0.63 per share in Nel, which entails a value per Cavendish Share of fifty
times such amount (as the ratio between the total number of Nel shares and the
total number of Cavendish Shares is 50:1), being approximately NOK 31.60 per
Cavendish Share. Please note that this valuation has been prepared previously
for corporate, accounting, and tax purposes and may not be indicative of the
market capitalization of Cavendish once trading in the Cavendish Shares
commences at the Oslo Stock Exchange.
Since fractions of shares represent a small value compared to the cost of
distributing a cash compensation for such fractions, these will not be
compensated through cash payments to the affected shareholders. Any Cavendish
Shares that are not distributed due to downward rounding will be kept by Nel.
The distribution will be regarded as repayment of paid in capital by the
shareholders of Nel. Nel's 418,033 treasury shares will not be eligible for
distribution.
ENDS
For additional information, please contact:
Kjell Christian Bjørnsen, CFO, +47 917 02?097
Lars Nermoen, Head of Communications, +47 902 40 153
About Nel ASA | www.nelhydrogen.com
Nel has a history tracing back to 1927 and is today a leading pure play hydrogen
technology company with a global presence. The company specializes in
electrolyser technology for production of renewable hydrogen, and hydrogen
fueling equipment for road-going vehicles. Nel's product offerings are key
enablers for a green hydrogen economy, making it possible to decarbonize various
industries such as transportation, refining, steel, and ammonia.
This information is subject to a duty of disclosure pursuant to Section 5-12 of
the Norwegian Securities Trading Act.
IMPORTANT NOTICE
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of Nel ASA or
Cavendish Hydrogen ASA (each an "Issuer") in the United States or any other
jurisdiction. The securities of the Issuer may not be offered or sold in the
United States absent registration or an exemption from registration under the
U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The
securities of the Issuer have not been, and will not be, registered under the
U.S. Securities Act. Any sale in the United States of the securities mentioned
in this communication will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the U.S. Securities Act. No public offering of
securities will be made in the United States.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive any offering
without an approved prospectus in such EEA Member State. The "EU Prospectus
Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of
the Council of 14 June 2017 (together with any applicable implementing measures
in any Member State).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied upon by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Issuer. Neither the Issuer,
the Managers nor any of their respective affiliates accepts any liability
arising from the use of this announcement.
The publication, distribution or release of this announcement and other
information may be restricted by law in certain jurisdictions. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution, or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" and similar
expressions. The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
Although the Issuer believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The information and any forward-looking statements
contained in this announcement speak only as of its date, and are subject to
change without notice.
The Managers are acting for the Issuer and no one else in connection with the
spin-off and Listing and will not be responsible to anyone other than the Issuer
for providing the protections afforded to their respective clients, or for
advice in relation to the contents of this announcement or any of the matters
referred to herein. Neither the Managers nor any of their respective affiliates
or any of their respective directors, officers, employees, advisers, or agents
accept any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the accuracy, completeness
or fairness of the information and opinions in this announcement (or whether any
information has been omitted from this announcement) or any other information
relating the Issuer or associated companies. Each of the Issuer, the Managers
and their respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any statement contained in this
announcement whether as a result of new information, future developments or
otherwise.
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