The Board of Directors of Norsk Hydro ASA (“Hydro”) has set the proposed terms of its underwritten rights issue originally announced on May 2, 2010. The terms are expected to be resolved by Hydro’s Extraordinary General Meeting today, June 21, 2010 at 09:00 (Oslo time).
- The share capital of Hydro will be increased by NOK 418,396,852.80 through an issue of 381,053,600 new shares.
- The subscription price will be NOK 26.30 per share representing a discount to the theoretical ex-rights price (TERP) of approximately 26 percent based on Hydro’s closing share price of NOK 38.50 on June 18, 2010.
- The rights issue will result in gross proceeds to Hydro of about NOK 10,022 million.
- Shareholders registered in Hydro's shareholder register in the Norwegian Central Securities Depository (VPS) as of June 24, 2010 (“Existing shareholders”) will receive subscription rights. The Hydro share will trade exclusive of the right to receive subscription rights from and including June 22, 2010 for trades subject to the ordinary T+3 settlement in the VPS.
- Existing shareholders will receive 7 transferable subscription rights for every 23 existing shares held. One subscription right will entitle the holder to subscribe and receive allocation of one new share. Over-subscription by holders of subscription rights, as well as subscription for shares without subscription rights, will be permitted.
- The subscription period will commence on June 25, 2010 and end on July 9, 2010 at 17:30 (Oslo time).
- Trading of subscription rights will commence on June 25, 2010 and end on July 6, 2010 at 17:30 (Oslo time). The subscription rights will be listed on the Oslo Stock Exchange with the ticker “NHY T”.
- Certificate holders must present the original Founder Certificates and Subscription Certificates to DnB NOR by July 8, 2010, 15:00 (Oslo time) to be able to participate in the rights issue and by July 5, 2010, 15:00 (Oslo time) to be able to sell the subscription rights they are entitled to obtain.
- Based on the above terms of the rights issue, it will also be proposed to the Extraordinary General Meeting today that the authorization to the Board of Directors to issue the consideration shares to Vale Austria Holdings is limited to a share capital increase of NOK 502,061,962.536.
Subscription rights that are not used to subscribe for new shares before the expiry of the subscription period at 17:30 (Oslo time) on July 9, 2010, or that are not sold before 17:30 (Oslo time) on July 6, 2010, will have no value and lapse without compensation to the holder.
Expected timetable for the rights issue June – July 2010
|Extraordinary General Meeting||June 22|
|Share trades ex-subscription rights||June 22|
|Publication of prospectus||June 25|
|Subscription rights allocated to shareholders||June 25|
|Subscription period||June 25 – July 9 at 17:30 (Oslo time)|
|Trading in subscription rights||June 25 – July 6 at 17:30 (Oslo time)|
|Allocation of new shares and distribution of allocation letters||July 13|
|Payment for new shares||July 15|
|Delivery and listing of new shares||July 19|
The Norwegian State, represented by the Ministry of Trade and Industry, supports the transaction and rights issue. The Parliament (Stortinget) approved on June 17, 2010, the state’s participation in the rights issue with its pro rata entitlement (based on its ownership of 43.4 %). Folketrygdfondet has also undertaken to subscribe and underwrite 5.8% of the rights issue.
Citigroup Global Markets Limited, DnB NOR Markets and BNP Paribas are acting as Joint Global Coordinators and Joint Bookrunners. Commerzbank, Nordea, Skandinaviska Enskilda Banken and Société Générale are acting as Co-lead Managers. Except for the portion of the rights issue being taken up by the Norwegian State and the portion being underwritten by Folketrygdfondet, the rights issue has been fully underwritten by these seven financial institutions, subject to certain terms and conditions.
Further details of the terms of the rights issue will be included in the prospectus, expected to be published on June 25, 2010. All information related to the rights issue will also be made available on www.hydro.com/rightsissue.
Contact DnB NOR Markets
Phone: +47 91508940
This announcement is not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. Hydro does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Any offering of securities will be made by means of a prospectus that may be obtained from Hydro and that will contain detailed information about the company and management, as well as financial statements. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member State, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This announcement is only directed at (a) persons who are outside the United Kingdom; or (b) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (c) persons falling within Article 49(2)(a) to (d) of the Order; or (d) persons to whom any invitation or inducement to engage in investment activity can be communicated in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Certain statements included within this announcement contain forward-looking information, including, without limitation, those relating to (a) forecasts, projections and estimates, (b) statements of management's plans, objectives and strategies for Hydro, such as planned expansions, investments or other projects, (c) targeted production volumes and costs, capacities or rates, start-up costs, cost reductions and profit objectives, (d) various expectations about future developments in Hydro's markets, particularly prices, supply and demand and competition, (e) results of operations, (f) margins, (g) growth rates, (h) risk management, as well as (i) statements preceded by "expected", "scheduled", "targeted", "planned", "proposed", "intended" or similar statements.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, these forward-looking statements are based on a number of assumptions and forecasts that, by their nature, involve risk and uncertainty. Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realized. Factors that could cause these differences include, but are not limited to: our continued ability to reposition and restructure our upstream and downstream aluminium business; changes in availability and cost of energy and raw materials; global supply and demand for aluminium and aluminium products; world economic growth, including rates of inflation and industrial production; changes in the relative value of currencies and the value of commodity contracts; trends in Hydro's key markets and competition; and legislative, regulatory and political factors.
No assurance can be given that such expectations will prove to have been correct. Hydro disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.