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Elkem Capital/Financing Update 2026

May 15, 2026

3589_rns_2026-05-15_d84e1dd3-53a9-4903-8742-743e487db597.html

Capital/Financing Update

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Elkem ASA: Approval and publication of prospectus and launch of subsequent offering

Elkem ASA: Approval and publication of prospectus and launch of subsequent offering

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, 15 May 2026

Reference is made to the stock exchange announcements made by Elkem ASA (the

"Company") on 6 May 2026 regarding 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"), and on 13 May 2026 regarding the

resolution from the Company's board of directors to carry out a subsequent

offering of up to 11,111,111 new shares in the Company (the "Offer Shares") (the

"Subsequent Offering"), and to increase the Company's share capital in

connection with the Subsequent Offering 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, each with a nominal value of NOK 5 and with a

subscription price of NOK 27 (the "Subscription Price").

The Norwegian Financial Supervisory Authority's ("NFSA") has today on, 15 May

2026, approved a prospectus prepared by the Company 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").

Subject to applicable local securities law, the Prospectus, including the

subscription form for the Subsequent Offering, will be made available on the

websites of the Managers (as defined below), www.abgsc.com/transactions,

www.danskebank.com/elkem/, www.dnb.no/emisjoner, www.nordea.com/en/issuances and

www.seb.no.

Information about the Subsequent Offering

The Subsequent Offering consists of an offer by the Company to issue up to

11,111,111 Offer Shares at the Subscription Price per Offer Share. Subject to

all Offer Shares being subscribed for and issued, the Subsequent Offering will

result in gross proceeds of approximately NOK 300 million to the Company.

The subscription period for the Subsequent Offering will commence on 18 May

2026, at 09:00 hours (CEST) and expire at 16:30 hours (CEST) on 29 May 2026 (the

"Subscription Period").

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.

Further information about the Subsequent Offering and the subscription

procedures is included in the Prospectus.

The Subscription Rights must be used to subscribe for Offer Shares prior to

expiry of the Subscription Period on 29 May 2026 at 16:30 hours (CEST).

Subscription Rights that are not used to subscribe for Offer Shares before the

expiry of the Subscription Period will have no value and will lapse without

compensation to the holder.

The payment date for the Offer Shares will be on 3 June 2026. Subject to timely

payment of the Offer Shares subscribed for and allocated in the Subsequent

Offering, the issuance and delivery of the Offer Shares pertaining to the

Subsequent Offering is expected to occur on or about 8 June 2026. The Offer

Shares are expected to commence trading on the Oslo Stock Exchange at the same

date.

ABG Sundal Collier ASA, 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 managers (the "Managers") in the Subsequent

Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company

in relation to 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

Email: [email protected]

Tel: +47 976 72 806

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.

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 (the "EU

Prospectus Regulation") (together with any applicable implementing measures in

any Member State). The securities offered in the Subsequent Offering are offered

on the basis of a Prospectus prepared by the Company and dated 15 May 2026,

which is available on the website of ABG Sundal Collier ASA

(www.abgsc.com/transactions), Danske Bank A/S, NUF (www.danskebank.com/elkem/),

DNB Carnegie, a part of DNB Bank ASA (www.dnb.no/emisjoner), Nordea Bank Abp,

filial i Norge (www.nordea.com/en/issuances) and Skandinaviska Enskilda Banken

AB (publ), Oslo branch (www.seb.no). Investors in the Subsequent Offering should

not subscribe for any securities in the Subsequent Offering except on the basis

of the Prospectus.

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 the offer

without an approved prospectus in such 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 operate, 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.