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OSLO, Norway, April 26, 2021 /PRNewswire/ -- Reference is made to the stock exchange announcement by Elkem ASA ("Elkem" or the "Company") earlier today regarding a contemplated private placement of up to approx. 56.5 million new shares (the "New Shares") in the Company (the "Private Placement").
The Company is pleased to announce that the Private Placement has been successfully completed, raising approximately NOK 1,891 million in gross proceeds to the Company through the allocation of 56,456,034 New Shares at a price of NOK 33.50 per New Share. The Private Placement took place through an accelerated bookbuilding process managed by ABG Sundal Collier ASA ("ABGSC") and Morgan Stanley & Co. International plc (jointly, the "Managers") as joint bookrunners after close of market today, on 26 April 2021. The Private Placement attracted strong interest from high-quality institutional investors and the book was significantly oversubscribed.
Completion of the Private Placement and the issuance of the New Shares were resolved by the Board of Directors of the Company (the "Board") at a Board meeting held today, pursuant to an authorization to increase the share capital granted to the Board by the Company's annual general meeting on 8 May 2020. The Company's share capital following the Private Placement will be NOK 3,197,206,890 divided into 639,441,378 shares, each with a nominal value of NOK 5.
The net proceeds from the issuance of the New Shares in the Private Placement will used to further strengthen the capacity to invest in growth initiatives to capture attractive silicones opportunities in line with Elkem's strategy, including the announced expansion project in Xinghuo, as well as for general corporate purposes
Delivery versus payment settlement of the New Shares will be facilitated by existing and unencumbered shares in the Company being borrowed by ABGSC (on behalf of the Managers) from Bluestar Elkem International Co. Ltd S.A pursuant to a share lending agreement between such parties and the Company. The shares allocated in the Private Placement will thus be tradable from allocation. The Managers will settle the share loan with new shares in the Company to be issued pursuant to the resolution of the Board referred to above.
Completion of the Private Placement implies a deviation from the preemptive rights of the existing shareholders of the Company under the Norwegian Public Limited Companies Act. When resolving the issuance of the New Shares in the Private Placement, the Board considered this deviation and also the equal treatment obligations under the Norwegian Securities Trading Act, 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. The Board is of the opinion that there are sufficient grounds to deviate from the preemptive rights and that the Private Placement is in compliance with the equal treatment requirements. By structuring the transaction as a private placement, the Company was able 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, and strengthen the Company's shareholder base. Further, the number of New Shares to be issued in connection with the contemplated Private Placement implies a limited dilution of existing shareholders The Board noted that the Company's majority shareholder, Bluestar Elkem International Co. Ltd S.A, is supportive to the transaction and the transaction structure, and did not participate in the Private Placement. The Company will not conduct a subsequent repair offering.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in connection with the Private Placement and Advokatfirmaet Schjødt AS is acting as the Norwegian legal advisor to the Managers.
For further information, please contact:
Odd-Geir Lyngstad, VP Finance & Investor Relations
Tel: +47 976 72 806
Email: odd-geir.lyngstad@elkem.no
Fredrik Norman, VP Corporate Communication and Public Affairs
Tel: +47 918 66 567
Email: fredrik.norman@elkem.no
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT INFORMATION:
These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company 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 Company 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 the 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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (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 on 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.
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 Company 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, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company 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 makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
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 Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. Each of the Company, 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. The distribution 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.
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