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Nel ASA
Major Shareholding Notification • Jun 1, 2023
3670_mrq_2023-06-01_995c4c5b-bb61-460f-bdd7-34a31b212f74.pdf
Major Shareholding Notification
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Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FIN-FSA)
| 1. Identity of the issuer: | ||||||
|---|---|---|---|---|---|---|
| NEL ASA | ||||||
| Karenslyst alle 49 | ||||||
| Oslo | ||||||
| 0279 | ||||||
| Norway | ||||||
| LEI: 549300G6XN5IXMRKEG37 | ||||||
| 2. Reason for the notification (please tick the appropriate box or boxes): | ||||||
| ☒ | An acquisition or disposal of shares or voting rights | |||||
| ☐ | An acquisition or disposal of financial instruments | |||||
| ☐ | An event changing the breakdown of shares or voting rights | |||||
| ☐ Other (please specify): |
||||||
| 3. Details of person subject to the notification obligation: | ||||||
| Name: | City and country of residence: | |||||
| BlackRock, Inc. | Wilmington, DE U.S.A | |||||
| 4. Full name of shareholder(s) (if different from 3.): |
||||||
| 5. Date on which the threshold was crossed or reached: | ||||||
| 31.5.2023 | ||||||
| 6. Total positions of person(s) subject to the notification obligation: | ||||||
| % of shares and | % of shares and voting | Total number of | ||||
| voting rights | rights through financial | Total of both in % | shares and voting | |||
| (total of 7.A) | instruments (total of 7.B) |
(7.A + 7.B) | rights of issuer | |||
| 1,671,325,304 | ||||||
| Resulting situation on the date on which threshold was |
2.41% shares | 2.63% shares | 5.04% shares | shares | ||
| 2.41% voting rights | 2.63% voting rights | 5.04% voting rights | 1,671,325,304 | |||
| crossed or reached voting rights |
||||||
| Position of previous | Below 5% shares | Below 5% shares | Below 5% shares | |||
| notification (if applicable) |
Below 5% voting rights |
Below 5% voting rights | Below 5% voting rights |
|||
7. Notified details of the resulting situation on the date on which the threshold was crossed or reached:
A: Shares and voting rights
| Class/type of shares ISIN code (if possible) |
Number of shares and voting rights | % of shares and voting rights | |||
|---|---|---|---|---|---|
| Direct (SMA 9:5) |
Indirect (SMA 9:6 and 9:7) |
Direct (SMA 9:5) |
Indirect (SMA 9:6 and 9:7) |
||
| 40,314,011 shares | 2.41% shares | ||||
| NO0010081235 | 40,314,011 voting rights |
2.41% voting rights | |||
| SUBTOTAL A | 40,314,011 shares | 2.41% shares | |||
| 40,314,011 voting rights | 2.41% voting rights |
| B: Financial Instruments according to SMA 9:6a | |||||
|---|---|---|---|---|---|
| Type of financial instrument |
Expiration date |
Exercise/ Conversion Period |
Physical or cash settlement |
Number of shares and voting rights |
% of shares and voting rights |
| 37,741,544 shares |
2.25% shares | ||||
| Securities Lent | N/A | N/A | Physical | 37,741,544 voting rights |
2.25% voting rights |
| 6,322,141 shares |
0.37% shares | ||||
| CFD | N/A | N/A | Cash | 6,322,141 voting rights |
0.37% voting rights |
| 44,063,685 shares |
2.63% shares | ||||
| SUBTOTAL B | 44,063,685 voting rights |
2.63% voting rights |
8. Information in relation to the person subject to the notification obligation (please tick the applicable box):
☐ Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
☒ Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity:
| Name | % of shares and voting rights |
% of shares and voting rights through financial instruments |
Total of both |
|---|---|---|---|
| See Annex | |||
9. In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of
10. Additional information:
The disclosure obligation arose due to total holding in shares and votes for BlackRock, Inc. going above 5%.
Done at 12 Throgmorton Avenue, London, EC2N 2DL, U.K. on 01 June 2023
Annex
Full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity;
| Name | % of shares and voting rights |
% of shares and voting rights through financial instruments |
Total of both |
|---|---|---|---|
| BlackRock, Inc. | |||
| Trident Merger, LLC | |||
| BlackRock Investment Management, LLC | Below 5% | ||
| BlackRock, Inc. | |||
| BlackRock Holdco 2, Inc. | |||
| BlackRock Financial Management, Inc. | |||
| BlackRock International Holdings, Inc. | |||
| BR Jersey International Holdings L.P. | |||
| BlackRock Holdco 3, LLC | |||
| BlackRock Cayman 1 LP | |||
| BlackRock Cayman West Bay Finco Limited | |||
| BlackRock Cayman West Bay IV Limited | |||
| BlackRock Group Limited | |||
| BlackRock Finance Europe Limited | |||
| BlackRock Investment Management (UK) Limited | Below 5% | ||
| BlackRock, Inc. | |||
| BlackRock Holdco 2, Inc. | |||
| BlackRock Financial Management, Inc. | |||
| BlackRock International Holdings, Inc. | |||
| BR Jersey International Holdings L.P. | |||
| BlackRock Australia Holdco Pty. Ltd. | |||
| BlackRock Investment Management (Australia) Limited | Below 5% | ||
| BlackRock, Inc. | |||
| BlackRock Holdco 2, Inc. | |||
| BlackRock Financial Management, Inc. | |||
| BlackRock Holdco 4, LLC | |||
| BlackRock Holdco 6, LLC | |||
| BlackRock Delaware Holdings Inc. | |||
| BlackRock Institutional Trust Company, National Association | Below 5% | ||
| BlackRock, Inc. | |||
| BlackRock Holdco 2, Inc. | |||
| BlackRock Financial Management, Inc. | |||
| BlackRock Holdco 4, LLC | |||
| BlackRock Holdco 6, LLC | |||
| BlackRock Delaware Holdings Inc. |
| BlackRock Fund Advisors | Below 5% | |
|---|---|---|
| BlackRock, Inc. | ||
| BlackRock Holdco 2, Inc. | ||
| BlackRock Financial Management, Inc. | Below 5% | |
| BlackRock, Inc. | ||
| BlackRock Holdco 2, Inc. | ||
| BlackRock Financial Management, Inc. | ||
| BlackRock International Holdings, Inc. | ||
| BR Jersey International Holdings L.P. | ||
| BlackRock (Singapore) Holdco Pte. Ltd. | ||
| BlackRock HK Holdco Limited | ||
| BlackRock Asset Management North Asia Limited | Below 5% | |
| BlackRock, Inc. | ||
| BlackRock Holdco 2, Inc. | ||
| BlackRock Financial Management, Inc. | ||
| BlackRock International Holdings, Inc. | ||
| BR Jersey International Holdings L.P. | ||
| BlackRock Holdco 3, LLC | ||
| BlackRock Cayman 1 LP | ||
| BlackRock Cayman West Bay Finco Limited | ||
| BlackRock Cayman West Bay IV Limited | ||
| BlackRock Group Limited | ||
| BlackRock Finance Europe Limited | ||
| BlackRock (Netherlands) B.V. | ||
| BlackRock Asset Management Deutschland AG | Below 5% | |
| BlackRock, Inc. | ||
| BlackRock Holdco 2, Inc. | ||
| BlackRock Financial Management, Inc. | ||
| BlackRock International Holdings, Inc. | ||
| BR Jersey International Holdings L.P. | ||
| BlackRock Holdco 3, LLC | ||
| BlackRock Canada Holdings LP | ||
| BlackRock Canada Holdings ULC | ||
| BlackRock Asset Management Canada Limited | Below 5% | |
| BlackRock, Inc. | ||
| BlackRock Holdco 2, Inc. | ||
| BlackRock Financial Management, Inc. | ||
| BlackRock Capital Holdings, Inc. | ||
| BlackRock Advisors, LLC | Below 5% | |
| BlackRock, Inc. | ||
| BlackRock Holdco 2, Inc. |
| BlackRock Financial Management, Inc. | |
|---|---|
| BlackRock International Holdings, Inc. | |
| BR Jersey International Holdings L.P. | |
| BlackRock Holdco 3, LLC | |
| BlackRock Cayman 1 LP | |
| BlackRock Cayman West Bay Finco Limited | |
| BlackRock Cayman West Bay IV Limited | |
| BlackRock Group Limited | |
| BlackRock Finance Europe Limited | |
| BlackRock Advisors (UK) Limited | Below 5% |
| BlackRock, Inc. | |
| BlackRock Holdco 2, Inc. | |
| BlackRock Financial Management, Inc. | |
| BlackRock International Holdings, Inc. | |
| BR Jersey International Holdings L.P. | |
| BlackRock (Singapore) Holdco Pte. Ltd. | |
| BlackRock (Singapore) Limited | Below 5% |
Annex: Notification of major holdings (only to be filed with the FIN-FSA)
A: Identity of the person subject to the notification obligation
Full name (including legal form for legal entities) BlackRock, Inc.
Contact address (registered office for legal entities) c/o 12 Throgmorton Avenue, London, EC2N 2DL, U.K.
Phone number / Fax number +44 (0) 20 7743 3650 / +44 (0) 20 7668 4045
Other useful information (at least a contact person for legal persons) Jana Blumenstein
B: Identity of the notifier, if applicable
Full name
Jana Blumenstein
Contact address
12 Throgmorton Avenue, London, EC2N 2DL, U.K.
Phone number / Fax number
+44 (0) 20 7743 3650 / +44 (0) 20 7668 4045
Other useful information (e.g. functional relationship with the person or legal entity subject to the notification obligation)
C: Additional information:
Instructions for filling in the standard form
Please note that the Finnish standard form differs from the model standard form published by ESMA due to specific national legislation requiring notification of capital holdings.
- Item 1: Please provide the full name of the issuer together with any further specification of the issuer, provided it is reliable and accurate (e.g. address, LEI, domestic business ID).
- Item 2: Please tick in the appropriate box. In cases of passive reaching or crossing of the threshold (the number of shares or voting rights of the person subject to notification obligation does not change, but the threshold is crossed due to a change in the total number of shares or voting rights of the issuer), please tick in the box "event changing the breakdown of shares or voting rights". Please tick in that box also if the holdings are transferred from financial instruments to shares and voting rights or vice versa.
You may tick in the box "other" in case of, for example:
- a downwards crossing of the threshold(s) because of application of an exemption;
- a downwards crossing of the threshold(s) because of expiry of expiry of financial instruments without physical delivery of the underlying shares; or
- reaching or crossing of threshold(s) due to changes in delta of cash settled financial instruments
- reaching or crossing of threshold(s) due to acting in concert (chapter 9, section 1, paragraph 1 of the SMA).
If you tick in the box "other", please specify the reason for notification.
- Item 3: Please provide the full name of the notifying person(s) and city and country of residence. For legal persons . The notifying person(s) referred to in the item may include:
- (a) the shareholder or a person exercising the control referred to in chapter 9, section 7 of the SMA
- (b) the natural or legal person acquiring, disposing of or exercising voting rights in the way referred to in chapter 9, section 6, paragraphs 2–7 of the SMA
- (c) all the parties to the agreement referred to in chapter 9, section 6, paragraph 1 of the SMA
- (d) holder of a financial instrument referred to in chapter 9, section 6 a of the SMA.
- Item 4: Shareholder(s) may be different than the notifying person(s) in cases referred to in chapter 9, section 6, paragraphs 2–7 and chapter 9, section 7 of the SMA. Management companies, for example, disclose the names of funds managed by them that hold the issuer's shares. It is not required to disclose the name(s) of the shareholder(s) whose holdings are less than 5 %.
- Item 5: The date on which the threshold(s) is/are reached or crossed should normally be the date on which the acquisition or disposal has been made or the exercise of voting rights commences or ends. If the threshold is crossed due to a change in the total number of shares or voting rights of the issuer, the date to be entered is the one when the issuer has disclosed the new total number of shares and voting rights.
- Item 6: Please provide the percentages of shares and voting rights held separately if they differ (e.g. the issuers has share classes with different voting rights or the notifying person holds voting rights without owning the underlying shares). The total number of shares and voting rights of the issuer includes also treasury shares held by the issuer.
Please provide the percentages in two decimals. If the aggregated holdings (7A+7B) have fallen below 5 % threshold, please note that it is sufficient to disclose only that the new holdings (7A, 7B and 7A+7B) are below that threshold.
Item 7: Please provide both the resulting number and percentage of shares and voting rights on the date on which threshold was reached or crossed. Please provide the information on shares and voting rights separately if they differ (e.g. the issuers has share classes with different voting rights or the notifying person holds voting rights without owning the underlying shares).
Please split the holdings to direct and indirect holdings in item 7A. If there are no direct or indirect holdings, please leave the relevant box blank.
In item 7B please provide the following information on both directly and indirectly held financial instruments: type of instrument, expiration date, exercise / conversion period, type of settlement (physical delivery / cash), the number and percentage of shares and voting rights held through the financial instrument. In case of cash settled instruments the number and percentages of voting rights is presented on a delta-adjusted basis.
Item 8: Tick in the second box if the person subject to the notification obligation is either controlled by another natural or legal person and/or does control another undertaking which has shares or voting rights in the issuer or financial instruments referenced to the issuer. In this case please provide the full chain of controlled undertakings.
The names of controlled undertakings through which the voting rights and/or financial instruments are effectively held as well as the ultimate controlling shareholder have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold themselves. If a natural person or legal entity belonging to the chain of controlled undertakings holds less than 5 % of the shares or voting rights, it is sufficient to disclose only that the new holdings of that person or entity are below that threshold.
- Item 9: If indirectly held voting rights are based on a proxy, please provide information on the expiry of the proxy and the number and percentage of voting rights covered by the proxy.
- Item 10: You may provide additional information where necessary (e.g. the notification is a correction of a previous notification).