Elkem

Share Issue/Capital Change • Apr 26, 2021

Elkem ASA - Private Placement successfully completed

Elkem ASA - Private Placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN

AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S

REPUBLIC OF CHINA, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN

WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Oslo, 26 April 2021.

Reference is made to the stock exchange announcement by Elkem ASA ("Elkem" or

the "Company") earlier today regarding a contemplated private placement of up to

approx. 56.5 million new shares (the "New Shares") in the Company (the "Private

Placement").

The Company is pleased to announce that the Private Placement has been

successfully completed, raising approximately NOK 1,891 million in gross

proceeds to the Company through the allocation of 56,456,034 New Shares at a

price of NOK 33.50 per New Share. The Private Placement took place through an

accelerated bookbuilding process managed by ABG Sundal Collier ASA ("ABGSC") and

Morgan Stanley & Co. International plc (jointly, the "Managers") as joint

bookrunners after close of market today, on 26 April 2021. The Private Placement

attracted strong interest from high-quality institutional investors and the book

was significantly oversubscribed.

Completion of the Private Placement and the issuance of the New Shares were

resolved by the Board of Directors of the Company (the "Board") at a Board

meeting held today, pursuant to an authorization to increase the share capital

granted to the Board by the Company's annual general meeting on 8 May 2020. The

Company's share capital following the Private Placement will be NOK

3,197,206,890 divided into 639,441,378 shares, each with a nominal value of NOK

The net proceeds from the issuance of the New Shares in the Private Placement

will used to further strengthen the capacity to invest in growth initiatives to

capture attractive silicones opportunities in line with Elkem's strategy,

including the announced expansion project in Xinghuo, as well as for general

corporate purposes

Delivery versus payment settlement of the New Shares will be facilitated by

existing and unencumbered shares in the Company being borrowed by ABGSC (on

behalf of the Managers) from Bluestar Elkem International Co. Ltd S.A pursuant

to a share lending agreement between such parties and the Company. The shares

allocated in the Private Placement will thus be tradable from allocation. The

Managers will settle the share loan with new shares in the Company to be issued

pursuant to the resolution of the Board referred to above.

Completion of the Private Placement implies a deviation from the preemptive

rights of the existing shareholders of the Company under the Norwegian Public

Limited Companies Act. When resolving the issuance of the New Shares in the

Private Placement, the Board considered this deviation and also the equal

treatment obligations under the Norwegian Securities Trading Act, the rules on

equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock

Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal

treatment. The Board is of the opinion that there are sufficient grounds to

deviate from the preemptive rights and that the Private Placement is in

compliance with the equal treatment requirements. By structuring the transaction

as a private placement, the Company was able to raise capital in an efficient

manner, with a lower discount to the current trading price and with

significantly lower completion risks compared to a rights issue, and strengthen

the Company's shareholder base. Further, the number of New Shares to be issued

in connection with the contemplated Private Placement implies a limited dilution

of existing shareholders The Board noted that the Company's majority

shareholder, Bluestar Elkem International Co. Ltd S.A, is supportive to the

transaction and the transaction structure, and did not participate in the

Private Placement. The Company will not conduct a subsequent repair offering.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in

connection with the Private Placement and Advokatfirmaet Schjødt AS is acting as

the Norwegian legal advisor to the Managers.

For further information, please contact:

Odd-Geir Lyngstad, VP Finance & Investor Relations

Tel: +47 976 72 806

Email: odd-geir.lyngstad@elkem.no

Fredrik Norman, VP Corporate Communication and Public Affairs

Tel: +47 918 66 567

Email: fredrik.norman@elkem.no

This information is subject to the disclosure requirements pursuant to section 5

-12 of the Norwegian Securities Trading Act.

IMPORTANT INFORMATION:

These materials do not constitute an offer of securities for sale or a

solicitation of an offer to purchase securities of the Company in the United

States or any other jurisdiction. The securities of the Company may not be

offered or sold in the United States absent registration or an exemption from

registration under the U.S. Securities Act of 1933, as amended (the "U.S.

Securities Act"). The securities of the Company have not been, and will not be,

registered under the U.S. Securities Act. Any sale in the United States of the

securities mentioned in this communication will be made solely to "qualified

institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No

public offering of the securities will be made in the United States. 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 Prospectus

Regulation, i.e., only to investors who can receive the offer without an

approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation (EU) 2017/1129 (together with any applicable

implementing measures in any Member State).

In the United Kingdom, this communication is only addressed to and is only

directed at Qualified Investors who (i) are investment professionals falling

within Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling

within Article 49(2)(a) to (d) of the Order (high net worth companies,

unincorporated associations, etc.) (all such persons together being referred to

as "Relevant Persons"). These materials are directed only at Relevant Persons

and must not be acted on or relied on by persons who are not Relevant Persons.

Any investment or investment activity to which this announcement relates is

available only to Relevant Persons and will be engaged in only with Relevant

Persons. Persons distributing this communication must satisfy themselves that it

is lawful to do so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "anticipate", "believe",

"continue", "estimate", "expect", "intends", "may", "should", "will" and similar

expressions. The forward-looking statements in this release 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. Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements. The information, opinions and forward-looking

statements contained in this announcement speak only as at its date and are

subject to change without notice. This announcement is made by and is the

responsibility of, the Company. The Managers are acting exclusively for the

Company and no one else and will not be responsible to anyone other than the

Company for providing the protections afforded to their respective 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 makes any representation as to the accuracy or completeness of this

announcement and none of them accepts any 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. Neither the

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

This announcement is not a prospectus for the purposes of Regulation (EU)

2017/1129 of the European Parliament and of the Council of 14 June 2017 on

prospectuses to be published when securities are offered to the public or

admitted to trading on a regulated market, and repealing Directive 2003/71/EC

(as amended) as implemented in any Member State. 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

announcement whether as a result of new information, future developments or

otherwise. 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.