BEWI – Private Placement successfully completed


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BEWI – Private Placement successfully completed


Reference is made to the stock exchange announcement by BEWi ASA (“BEWi” or the “Company”) today, 6 May 2021, at 16:30 hours CEST regarding the Company’s contemplated issue of new shares (the “Primary Shares”) to raise gross proceeds of up to NOK 200 million and the sale of existing shares (the “Secondary Shares”, and together with the Primary Shares, the “Offer Shares”) for up to NOK 50 million by funds advised by the Verdane Group (the “Selling Shareholder”) through a private placement (the “Private Placement”).

The Company is pleased to announce that the Private Placement has been successfully completed, through the allocation of 8,833,922 Offer Shares at an offer price of NOK 28.30 per Offer Share (the “Offer Price”). Of the total number of Offer Shares allocated in the Private Placement, 7,067,138 Offer Shares were allocated in the form of Primary Shares, raising gross proceeds to the Company of NOK 200 million. The remaining 1,766,784 Offer Shares were allocated in the form of Secondary Shares, raising gross proceeds to the Selling Shareholder of NOK 50 million. Reference is made to the Company’s announcement regarding the launch of the Private Placement today for information about the Company’s intended use of the net proceeds raised through the issue of the Primary Shares in the Private Placement.

Due to high demand in the Private Placement by new investors and to increase the free float of shares in the Company, 2,393,232 Offer Shares were allocated to Frøya Invest AS, less than their pro-rata allocation.

The Private Placement and the issue of the Primary Shares were resolved by the Company’s board of directors (the “Board”) today, 6 May 2021, pursuant to the authorization granted by the Company’s extraordinary general meeting of 16 November 2020. Completion of the issuance of the Primary Shares is further subject to payment being received for the Primary Shares to be issued in the Private Placement.

Notification of allotment of the Offer Shares and payment instructions will be sent to the applicants who have been allocated Offer Shares through a notification from the Managers (as defined below). Settlement of all Offer Shares, including the Primary Shares, towards investors will be made on a delivery versus payment basis on or about 11 May 2021 (T+2 settlement), by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange. With respect to the Primary Shares, such settlement procedure is facilitated pursuant to a share lending agreement entered into between SpareBank 1 Markets AS (on behalf of the Managers), the Company and Frøya Invest AS (the “Lender”). All Offer Shares delivered to the subscribers will thus be tradeable from allocation. The shares borrowed for the settlement of the Primary Shares in the Private Placement will be redelivered by SpareBank 1 Markets AS (on behalf of the Managers) to the Lender in the form of Primary Shares to be issued by the Company.

Following registration of the share capital increase pertaining to the issue of the Primary Shares in the Private Placement in the Norwegian Register of Business Enterprises, the Company will have an issued share capital of NOK 155,478,012, divided into 155,478,012 shares, each with a par value of NOK 1. The registration is expected to take place on or about 14 May 2021.

Completion of the Private Placement implies a deviation from the existing shareholders’ pre-emptive rights to subscribe for the Primary Shares. The Board has considered the Private Placement, including the offering of the Secondary Shares, in light of this deviation and the requirements in the Norwegian Public Limited Liability Companies Act and the rules of equal treatment set out in the Oslo Rule Book II – Issuer Rules, as well as the Oslo Stock Exchange’s guidelines on the rules of equal treatment. The Board has concluded that there is sufficient reasons to deviate from the pre-emptive rights and that the Private Placement will be in compliance with applicable regulation and guidelines applicable for the Company in respect of equal treatment requirements. In reaching this conclusion, the Board has amongst other emphasized that: i) It is in the Company and its shareholders interest that new equity is raised through a private placement, as an efficient capital raise procedure; ii) for the development of the BEWi share price, it is preferable that large shareholders sell larger blocks of shares through a publicly announced, accelerated bookbuilding process instead of in the market; iii) existing shareholders have had the chance to sell their BEWi shares in the market at the same trading price; iv) the Private Placement will contribute to increase liquidity in the BEWi share and strengthen the Company’s shareholder base, v) the Offer Price was determined following a pre-sounding with wall- crossed investors and a publicly announced bookbuilding process, and thereby represents market value for the Company’s shares, and vi) the number of new shares issued in the Private Placement implies that the dilutive effect of the Private Placement is limited, at approximately 5 per cent.

For the same reasons, the Board has decided that the Company will not conduct a subsequent repair offering.

The Company and the Selling Shareholder have engaged Nordea Bank Abp, filial i Norge, and SpareBank 1 Markets AS as joint bookrunners (the “Managers”) in the Private Placement. Wikborg Rein Advokatfirma AS is acting as legal advisor to the Company. Advokatfirmaet Wiersholm is acting as legal advisor to the Managers.

For further information, please contact:

Charlotte Knudsen, Director of IR and Communications BEWi ASA, tel: +47 9756 1959

Marie Danielsson, CFO BEWI ASA, tel: +46 70 661 0047


BEWI is an international provider of packaging, components, and insulation solutions. The company’s commitment to sustainability is integrated throughout the value chain, from production of raw materials and end goods, to recycling of used products. With a vision to protect people and goods for a better every day, BEWI is leading the change towards a circular economy.

BEWI has three reporting segments: Segment RAW, developing and producing raw materials sold internally and externally. Segment Packaging & Components (P&C), developing and manufacturing packaging solutions and technical components for customers in many industrial sectors. Segment Insulation, providing an extensive range of insulation products for the construction industry.

BEWI ASA is listed at the Oslo Børs under ticker BEWI.

The information is such that BEWI ASA is required to disclose in accordance with the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 22:40 CEST on 6 May 2021

Important information

This announcement is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.

This document is not for publication or distribution in the United States of AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE People’s REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or to publications with a general circulation in the United States of America. This announcement is not an offer for sale of securities in the United States of America. The securities referred to herein have not been and will not be registered under the Securities Act, or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. Neither the Company nor the Selling Shareholder intend to register any part of the Private Placement in the United States of America.

There will be no public offering of the securities in the United States of America. Any public offering in the United States of America would be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at i) persons who are outside the United Kingdom or(ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it 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”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any member state of the European Economic Area (each, an “EEA Member State”) that has implemented Regulation 2017/1129 (the “Prospectus Regulation”) is only addressed to qualified investors in that EEA Member State within the meaning of the Prospectus Regulation.

The information contained in this document does not purport to be comprehensive. None of the Managers, any of their respective subsidiary undertakings or affiliates, or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for (whether in contract, tort or otherwise) or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this document (or whether any information has been omitted from the document) or any other information relating to the Company, its subsidiaries, affiliates or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith. The Managers disclaim any responsibility for any acts or omissions of the Company or the Selling Shareholder, any of their respective Directors, or any other person in connection with the Private Placement.

The Managers are acting for the Company and the Selling Shareholder in connection with the Private Placement and no one else and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release. Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities described in this press release have been subject to a product approval process, which has  determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Transaction.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels. This publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, “assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward -looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of BEWi and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Vow assumes no responsibility to update forward -looking statements or to adapt them to future events or developments.