Norsk Hydro ASA’s (Hydro) Board of Directors has today approved the final allocation of the shares offered in the rights issue based on the allocation criteria set out in the prospectus dated June 21, 2010. 381,053,600 new shares were offered in the rights issue and have now been allocated. At the end of the subscription period on July 9, 2010, Hydro had received subscriptions for a total of 513,248,736 shares. The rights issue was consequently oversubscribed by 34.7 percent.
365,893,835 shares of the new shares offered were subscribed for through the exercise of subscription rights, corresponding to 98.9 percent excluding unutilized subscription rights available to certificate holders.
Holder of Founder and Subscription certificates had the right to subscribe to 13,790,036 million shares, corresponding to 3.62 percent, of the new shares offered in the rights issue. During the subscription period such holders representing 2,643,502 subscription rights presented themselves and were allocated subscription rights. Including unutilized subscription rights available to certificate holders, 96.0 percent of the new shares offered were subscribed for.
Subscribers who have oversubscribed will be allocated additional shares pro rata based on the number of subscription rights exercised by each subscriber. 15,159,765 shares, corresponding to 4.0 percent, are available for oversubscription, and the total number of subscription rights exercised by oversubscribers is 154.3 million. No allocation has been made to subscribers without subscription rights.
Notification letters for allocated new shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed today. Payment for the allocated shares falls due on July 15, 2010.
The new shares may not be transferred or traded before they are fully paid and the share capital increase relating to the rights issue has been registered with the Norwegian Register of Business Enterprises, which is expected on or about July 19, 2010. The new shares are expected to be transferred to the VPS accounts of the subscribers and admitted to trading on the Oslo Stock Exchange and the London Stock Exchange on the same day.
Approximately 17,000 shareholders directly registered in VPS, representing approximately 2.8 million subscription rights, did not exercise their subscription rights either by subscribing to new shares or selling their rights during the subscription period. These shares are included in the allocated shares to the oversubscribers.
Hydro will receive gross proceeds of approximately NOK 10,022 million from the rights issue. Hydro's Extraordinary General Meeting resolved on June 21, 2010, to increase the share capital by NOK 418,396,852.80 through the issue of 381,053,600 new shares. Following registration of the share capital increase in the Norwegian Register of Business Enterprises, Hydro's share capital will be NOK 1,780,037,864.478, divided into 1,621,163,811 shares, each with a nominal value of NOK 1.098.
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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.