NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 13 May 2026
Reference is made to the stock exchange announcement made by Elkem ASA (the
"Company" or "Elkem") on 6 May 2026, regarding key information relating to a
subsequent offering of up to 11,111,111 new shares in the Company (the
"Subsequent Offering").
The Company's board of directors (the "Board") was by the annual general meeting
of the Company held on 30 April 2026 granted an authorisation to resolve a share
capital increase pertaining to the issuance of new shares in the Subsequent
Offering.
The Board has today resolved to carry out the Subsequent Offering and, pursuant
to the above-mentioned authorisation, increase the share capital of the Company
by a minimum of NOK 5 and a maximum of NOK 55,555,555 through the issuance of a
minimum of one (1) new share and a maximum of 11,111,111 new shares (the "Offer
Shares"), each with a nominal value of NOK 5 and with a subscription price of
NOK 27 (the "Subscription Price"), which is equal to the subscription price per
share in the successfully placed private placement of 55,555,555 new shares in
the Company, raising gross proceeds of approximately NOK 1,500 million (the
"Private Placement"). Subject to all Offer Shares being issued, the Company will
raise gross proceeds of approximately NOK 300 million in the Subsequent
Offering.
The Subsequent Offering is directed towards shareholders of the Company as of 6
May 2026, as registered in the Company's register of shareholders with Euronext
Securities Oslo, the central securities depositary in Norway (Nw.
Verdipapirsentralen) ("VPS") on 8 May 2026 (the "Record Date"), who are not
resident in a jurisdiction where such offering would be unlawful, or would (in
jurisdictions other than Norway) require any prospectus, filing, registration or
similar action (such eligible shareholders collectively referred to herein as
the "Eligible Shareholders"). Eligible Shareholders who were not allocated
shares in the Private Placement ("Preferred Eligible Shareholders") will be
granted non-tradeable subscription rights (the "Subscription Rights") that,
subject to applicable law, give a right to subscribe for and be allocated Offer
Shares in the Subsequent Offering at the Subscription Price. The Preferred
Eligible Shareholders will be granted 0.099 Subscription Rights for each
existing share registered as held by such Preferred Eligible Shareholder as of
the Record Date, rounded down to the nearest whole Subscription Right. The
Subscription Rights will be registered on each Preferred Eligible Shareholder's
VPS account. Eligible Shareholders who were allocated shares in the Private
Placement ("Secondary Eligible Shareholders") will not be granted any
Subscription Rights but are permitted to subscribe for Offer Shares without
Subscription Rights. Oversubscription will be permitted. Subscription without
Subscription Rights will not be permitted for any person other than the
Secondary Eligible Shareholders.
Launch of the Subsequent Offering is conditional upon the approval by the
Norwegian Financial Supervisory Authority (the "NFSA") of a prospectus prepared
for the offering of the Offer Shares in the Subsequent Offering and the listing
of the Offer Shares on the Oslo Stock Exchange (the "Prospectus"). It is
expected that the Prospectus will be approved by the NFSA on or about 15 May
2026, and that the subscription period in the Subsequent Offering will commence
on or about 18 May 2026 at 09:00 hours (CEST) and expire on 29 May 2026 at 16:30
hours (CEST). A separate announcement will be made when the Prospectus have been
approved by the NFSA.
Allocation of the Offer Shares is expected to take place on or about 1 June
2026, and subject to timely payment of all Offer Shares subscribed for and
allocated in the Subsequent Offering, the issuance and delivery of the Offer
Shares is expected to occur on or about 8 June 2026. Further information
regarding the Subsequent Offering will be set out in the Prospectus.
Advisors
ABG Sundal Collier ASA is acting as sole global coordinator and joint
bookrunner, and Danske Bank A/S, NUF, DNB Carnegie, a part of DNB Bank ASA,
Nordea Bank Abp, filial i Norge, and Skandinaviska Enskilda Banken AB (publ),
Oslo branch are acting as joint bookrunners in the Subsequent Offering
(together, the "Managers"). Advokatfirmaet Thommessen AS is acting as legal
counsel to the Company in connection with the Subsequent Offering.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Odd-Geir Lyngstad
VP Finance & Investor Relations
Tel: +47 976 72 806
Email: odd-geir.lyngstad@elkem.com
About Elkem ASA
Elkem is a global metals and materials company established in 1904. The company
holds leading positions in silicon, ferrosilicon, foundry alloys and carbon
solutions, supplying materials essential to modern society - from critical
infrastructure and manufacturing to digitalisation, mobility and energy
solutions. Elkem produces its materials by combining natural raw materials,
renewable energy and advanced process technology, creating solutions that enable
a more sustainable future. The company employs around 3,000 people, operates in
more than 30 locations across Europe, Asia, the Americas and Africa, and is
headquartered in Oslo, Norway where it is listed on the Oslo Stock Exchange
(ELK). Driven by innovation. Powered by nature. Shaping the future.
Important information
This announcement is not and does not form a part of any offer of securities for
sale, or a solicitation of an offer to purchase, any securities of the Company
in the United States or any other jurisdiction. 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.
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 Subsequent Offering 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 herein will be
made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A
under the Securities Act, pursuant to an exemption from the registration
requirements under the Securities Act, as well as to major U.S. institutional
investors pursuant to an exemption under SEC Rule 15a-6 to the United States
Exchange Act of 1934, as amended.
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
EU Prospectus Regulation, i.e., only to investors who can receive any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "EU Prospectus Regulation" means Regulation (EU)
2017/1129, as amended (together with any applicable implementing measures in any
EEA member state).
This communication is only being distributed to and is only directed at (i)
persons in the United Kingdom, who have professional experience, knowledge and
expertise in matters relating to investments and qualify as "investment
professionals" for the purposes of article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"),
(ii) persons who are outside the United Kingdom, and (iii) any other person to
whom it can otherwise be lawfully distributed (all such persons being referred
to as "relevant persons") and any investment or investment activity to which
this communication relates is available only to and will be engaged in only with
relevant persons, and any person other than a relevant person should not rely on
it. The Offer Shares are being offered only in circumstances falling within the
circumstances set out in Part 1 of Schedule 1 to The Public Offers and
Admissions to Trading Regulations 2024 (the "POATRs") (including, amongst other
circumstances, the fact that the Offer Shares which are the subject of the
Subsequent Offering are offered subject to a minimum subscription amount per UK
applicant equivalent to at least GBP 100,000). Consequently, the Offer Shares
may be offered only to "qualified investors" as defined in paragraph 15 of
Schedule 1 to the POATRs, or otherwise to limited numbers of UK investors, or
only where the minimum consideration required for the securities offered is GBP
100,000. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements
concerning future events, including possible issuance of equity securities of
the Company. 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 communication 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, but not limited to, changes in investment levels
and need for the group's services, changes in the general economic, political,
and market conditions in the markets in which the group operates, and changes in
laws and regulations. Such risks, uncertainties, contingencies, and other
important factors include the possibility that the Company will determine not
to, or be unable to, issue any equity securities, and could cause actual events
to differ materially from the expectations expressed or implied in this
communication by such forward-looking statements. The Company does not make any
guarantees that the assumptions underlying the forward-looking statements in
this communication are free from errors.
The information, opinions and forward-looking statements contained in this
communication speak only as at its date and are subject to change without
notice. 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 communication whether as a result of new
information, future developments or otherwise, unless required by laws or
regulations.
The Managers are acting exclusively for the Company and no one else in
connection with the Subsequent Offering and will not be responsible to anyone
other than the Company for providing the protections afforded to its 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 make any
representation as to the accuracy or completeness of this announcement and none
of them accepts any liability arising from the use of this announcement or
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.
Certain figures contained in this announcement have been subject to rounding
adjustments. Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly with the
total figure given.
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. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, neither this announcement nor the information contained herein is
for publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any state of the United States and the District of Columbia),
Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.
n whole or in part\, directly or\
indirectly\, in or into or from the United States (including its territories and\
possessions\, any state of the United States and the District of Columbia)\,\
Australia\, Canada\, Hong Kong\, Japan or any other jurisdiction where to do so\
would constitute a violation of the relevant laws of such jurisdiction.\