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Reference is made to the stock exchange notice by BEWi ASA (“BEWi” or the “Company”) on 25 November 2020 in which the Company’s board of directors (the “Board”) announced its intention, subject to the Board’s approval, to carry out an initial public offering of shares (the “Offering”) prior to the contemplated listing on the Oslo Stock Exchange, or alternatively Euronext Expand (the “Listing”). BEWi today announces the terms of the Offering and the approval and publication of a prospectus prepared in connection with the Offering and the Listing.
Subject to Oslo Børs’ approval of the application for Listing and a successful completion of the Offering, the Listing is expected to take place on or around 18 December 2020.
The Company intends to raise gross proceeds of up to approximately NOK 25 million through the Offering by the issuance of up to 1,369,049 new shares (the “Offer Shares”) as further detailed below. The Company intends to use the net proceeds from the Offering to strengthen the financial flexibility for the Company’s M&A strategy. The Offering and the Listing are expected to further enhance the BEWi group’s profile with investors, business partners, suppliers and customers.
The Offering will consist of:
1) A retail offering (the “Retail Offering”) in which up to 476,191 Offer Shares are being offered to the public in Norway, subject to a lower limit per application of NOK 11,500 and an upper limit per application of NOK 25,000 for each investor at a price of NOK 21.00 per Offer Share (the “Offer Price”) corresponding to the subscription price in the private placement completed on 25 November 2020. Multiple applications by one applicant in the retail offering will be treated as one application with respect to the maximum application limit.
2) An employee offering (the “Employee Offering”), in which up to 892,858 Offer Shares, subject to applicable laws, are being offered to eligible employees of the BEWi group as of the last day of the application period set out below (“Eligible Employees”) and members of the Board, subject to a lower limit per application of NOK 10,500 and an upper limit per application of NOK 100,000 for each Eligible Employee or Board Member at a price of NOK 16.80 per Offer Share, which is equal to the Offer Price less 20 per cent. Eligible Employees and Board members participating in the Employee Offering will receive full allocation for any application up to and including NOK 10,500 (rounded down to the nearest whole Offer Share). Multiple applications in the Employee Offering are not allowed.
Offer Shares allocated to Eligible Employees and Board members being Norwegian citizens and Offer Shares allocated to Eligible Employees and Board members being citizens of other jurisdictions than Norway will be subject to lock-up obligations for a period of two years and one year respectively from the first day of Listing.
Further details of the Offering and the terms thereof are set out in the prospectus prepared by the Company in connection with the Offering and the Listing as approved by the Financial Supervisory Authority of Norway on 30 November 2020 (the “Prospectus”). The Prospectus and the application form for the Retail Offering are, subject to regulatory restrictions in certain jurisdictions, available at www.nordeamarkets.com/bewi and www.sb1markets.no/en/transactions/2020/november/bewi-asa/. Hard copies of the Prospectus may be obtained free of charge by contacting one of the Managers.
The application period for the Offering will commence on Tuesday, 1 December 2020 at 09:00 CET and close on 8 December 2020 at 12:00 CET, unless shortened or extended (the “Application Period”). The Company may, in consultation with the Managers, shorten or extend the Application Period at any time and for any reason, and extension may be made on one or several occasions. The Application Period may in no event expire prior to 16:30 CET on 7 December 2020 or be extended beyond 12:00 CET on 10 December 2020. In the event of a shortening or an extension of the Application Period, the allocation date, the payment due date and the date of delivery of Offer Shares will be changed accordingly, but the date of the Listing and commencement of trading on the Oslo Stock Exchange, alternatively Euronext Expand, may not necessarily be changed.
Conditions for the Offering
Completion of the Offering is conditional upon the board of directors of Oslo Børs ASA approving the application for Listing in its meeting to be held on or about 9 December 2020 and the fulfilment of the conditions for the Listing set by Oslo Børs ASA, which are expected to be that (i) the Company will have, for a listing on the Oslo Stock Exchange, in excess of 500 shareholders or, for a listing on Euronext Expand, in excess of 100 shareholders, in both cases each holding shares with a value of NOK 10,000 or more and (ii) there being a minimum free float of the shares of 25 per cent. The Offering may be cancelled in the event that the conditions are not met. There can be no assurance that the board of directors of Oslo Børs ASA will give such approval or that the Company will fulfil these conditions.
Furthermore, completion of the Offering is conditional upon (i) the Board having resolved to issue the Offer Shares and (ii) the Company, in consultation with the Managers, having approved the allocation of the Offer Shares to eligible investors following the expiry of the Application Period. There can be no assurance that these conditions will be fulfilled. If the conditions are not fulfilled, the Offering may be revoked or suspended.
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.
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.