Oslo, Norway – 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 1,600 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. The pipeline continues to improve and mature, and the company has recently been able to secure attractive large-scale contracts. 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 its technology platforms. This includes the already announced expansions at Herøya and Wallingford and organizational growth linked to order intake and tender activity, but also potentially further expanding the Herøya plant to 2 GW capacity and/or commencing construction of a new US Gigafactory related to the announced ongoing site selection process. The net proceeds from the Private Placement will be used to partially finance the expansion program and for general corporate purposes.
The application period in the Private Placement will commence today, 6 March 2023 at 16:30 CET and close on 7 March 2023 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the application period 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 at the sole discretion of the Board in consultation with the Managers. 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 9 March 2023 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 8 March 2023, 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 on 21 April 2022, (ii) the Board resolving to consummate the Private Placement and allocate the Offer Shares, (iii) the placement agreement entered into by the Managers and the Company on 6 March 2023 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) and the issuance of shares under the potential Subsequent Offering (as defined below).
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.
The Company may, subject to, among other things, completion of the Private Placement, carry out a subsequent offering of new ordinary shares in the Company (the “Subsequent Offering”) at the Subscription Price towards existing shareholders as of 6 March 2023 (as registered in the Norwegian Central Securities Depositary as of 8 March 2023), who (i) were not allocated Offer Shares and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require a prospectus, a registration or similar action. Whether a Subsequent Offering will be carried out will inter alia depend on the results of the Private Placement and the subsequent development of the Company’s share price.
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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 and Cleary Gottlieb Steen & Hamilton LLP are acting as the Managers’ legal advisors.
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.
