Nel ASA: Commencement of Subsequent Offering 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.
Nel ASA: Commencement of Subsequent Offering
(Oslo, 2 April 2019) Reference is made to the stock exchange announcement by Nel ASA ("Nel" or the "Company") on 29 March 2019, regarding the approval of a prospectus relating to a subsequent offering of up to 12,500,000 new shares (the "Subsequent Offering") to be carried out by the Company following the completion of a private placement announced by the Company on 30 January 2019 (the "Private Placement").
In the Subsequent Offering, Eligible Shareholders, being shareholders of the Company as of 30 January 2019 (and being registered as such in the VPS on 1 February 2019, pursuant to the two days' settlement procedure in the VPS (the "Record Date")), (i) who were not allocated shares in the Private Placement, and (ii) who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action, will be granted non-transferable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares at the Subscription Price (as defined below).
The subscription period in the Subsequent Offering commences today, on 2 April 2019 at 09:00 hours (CET) and will end on 9 April 2019 at 16:30 hours (CET) (the "Subscription Period"). The subscription price in the Subsequent Offering is NOK 5.45 per Offer Share (the "Subscription Price"), which is equal to the subscription price in the Private Placement.
Eligible Shareholders will be granted 0.0148 Subscription Rights for each share registered as held by such Eligible Shareholder on the Record Date, rounded down to the nearest whole Subscription Right. Each whole Subscription Right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price, subject to applicable securities laws. Over-subscription is permitted, but there can be no assurance of the number of shares that will be available for allocation pursuant to over-subscription. Subscription without Subscription Rights will not be permitted.
In order to subscribe for shares, Eligible Shareholders must provide one of the Managers (as defined below) with a complete and duly signed subscription form within the end of the Subscription Period. Further instructions regarding the subscription procedure is available in the Prospectus (as defined below). The Subscription Rights must be used to subscribe for Offer Shares in the Subscription Period and before the expiry of the Subscription Period on 9 April 2019 at 16:30 hours (CET). Subscription Rights that are not used to subscribe for Offer Shares before 16:30 hours (CET) on 9 April 2019 will have no value and will lapse without compensation to the holder. |