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
25 November 2020: Reference is made to the stock exchange notice by BEWi ASA (“BEWi” or the “Company”) earlier today regarding a contemplated private placement of new shares (the “Offer Shares”) in the Company (the “Private Placement”).
The Company is pleased to announce that the Private Placement has been successfully carried out, and that it has raised NOK 75 million in gross proceeds by the issuance of 3,571,429 Offer Shares at a subscription price of NOK 21 per Offer Share (the “Offer Price”). Due to high demand in the Private Placement, and to increase the free float of shares in the Company, no Offer Shares were allocated to Frøya Invest AS.
The net proceeds from the Private Placement will be used to primarily reduce net debt and to strengthen the financial flexibility for the Company’s M&A strategy.
Notification of allotment of the Offer Shares including settlement instructions will be sent to the applicants through a notification from the Managers on or about 26 November 2020. Offer Shares will be settled through a delivery versus payment transaction on or around 30 November 2020 with existing and unencumbered shares in the Company that are already admitted to trading on Merkur Market (to be renamed Euronext Growth Oslo), pursuant to a share lending agreement between Frøya Invest AS (as lender), the Company and SpareBank 1 Markets AS (on behalf of the Managers). The Offer Shares will be tradable from on or around 30 November 2020. The Managers will settle the share loan with a corresponding number of new shares in the Company to be issued by the Company’s board of directors (the “Board”) pursuant to the authorisation granted by the Company’s extraordinary general meeting on 16 November 2020.
The Board has diligently considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and applicable stock exchange rules, and is of the opinion that the Private Placement is in compliance with these requirements. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. As the Private Placement has been structured to ensure that a market based Offer Price is achieved, the allocation of Offer Shares are based on commercial and objective criteria and the equal treatment obligations are observed, the Company does not intend to conduct a subsequent share issue (“repair issue”) directed towards shareholders not participating in the Private Placement. Please however refer to the Company’s stock exchange notice published earlier today regarding the Offerings intended to be carried out, subject to the Board’s approval, prior to the Listing (both terms as defined therein).
Nordea Bank Abp, filial i Norge, and SpareBank 1 Markets AS acted as joint bookrunners (together, the “Managers”) in connection with the Private Placement. Wikborg Rein Advokatfirma AS acted as legal counsel to the Company and Advokatfirmaet Wiersholm AS acted as legal counsel to the Managers in connection with the Private Placement.
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 accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
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 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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 “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.