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Protecting people and goods for a better everyday

BEWi – Approval of listing application and completion of the public offering

9 December 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

Reference is made to the stock exchange notice by BEWi ASA (“BEWi” or the “Company”) on 30 November 2020 (the “Notice”) regarding an initial public offering of new shares through a retail offering and an employee offering (the “Offering”). All terms not defined herein shall have the meaning ascribed to such terms in the Notice.

BEWi is pleased to announce that the board of directors of Oslo Børs ASA has today approved the Company’s application for Listing, please see https://newsweb.oslobors.no/message/520070. Subject to fulfilment of the conditions for the Listing set by Oslo Børs ASA, the Listing is expected to take place on or around 18 December 2020.

Furthermore, BEWi is pleased to announce that the Offering has been successfully completed. The application period for the Offering expired on 8 December 2020 at 12:00 CET, and based on applications received, the Board has resolved to issue a total of 895,774 shares (the “Offer Shares”) raising gross proceeds of approximately NOK 17 million as set out below. The Company intends to use the net proceeds to strengthen the financial flexibility, enabling execution of the Company’s M&A strategy.

1) A total of 476,191 Offer Shares has been issued in the Retail Offering at a price of NOK 21.00 per Offer Share (the “Offer Price”; equal to the subscription price in the private placement completed on 25 November 2020), raising gross proceeds of approximately NOK 10 million, and

2) a total of 419,583 Offer Shares has been issued in the Employee Offering at a price of NOK 16.80 per Offer Share (equal to the Offer Price less 20 per cent), raising gross proceeds of approximately NOK 7 million. Offer Shares allocated to Eligible Employees and Board members being Norwegian citizens will be subject to lock-up obligations for a period of two years, while citizens of other jurisdictions than Norway will be subject to lock-up obligations for one year from the first day of Listing.

After completion of the Offering, the Company expects to have more than 1,100 shareholders each holding shares with a value in excess of NOK 10,000, and the Company’s free float is expected to equal approximately 26.1 per cent. Consequently, the Company expects to fulfil the conditions related to number of shareholders and free float for the Listing on Oslo Børs. As the Board has resolved to issue the Offer Shares and approved the allocation of the Offer Shares to eligible investors, these conditions for completion of the Offering are also met.

Notification of allotted Offer Shares and the corresponding amount to be paid by investors are expected to be communicated to investors on or around 10 December 2020. Investors in the Retail Offering, having access to investor services through their VPS account manager, will be able to check the number of Offer Shares allotted to them from on or around 10 December 2020. The Managers (as defined below) may also be contacted for information regarding allocations.

Nordea Bank Abp, filial i Norge, and SpareBank 1 Markets AS are acting as joint global coordinators and bookrunners for the Offering and the Listing (together, the “Managers”). Wikborg Rein Advokatfirma AS and Cirio Advokatbyrå AB are acting as Norwegian and Swedish legal counsel to the Company respectively and Advokatfirmaet Wiersholm AS is acting as legal counsel to the Managers.

For further information, please contact:
Charlotte Knudsen, Director of Communication and IR, BEWi ASA, tel: +47 9756 1959

About BEWi ASA
BEWi is a leading international provider of packaging, components and insulation solutions, in Europe. The company’s commitment to sustainability is integrated throughout the value chain, from the production of raw materials and end goods, to the recycling of used products. Since the start in the Norwegian archipelago at Frøya in 1980, the company has created value for its customers by offering sustainable solutions in innovative and efficient ways. With a vision to protect people and goods for a better every day, BEWi is leading the change towards a circular economy.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Important notices
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States. The Offer Shares in the Retail Offering are being offered to the public in Norway.

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 “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s products and services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither of the Managers nor any of their respective affiliates make 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 in the Company. Neither the Company, the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.