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JapanNOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY COUNTRY WHERE IT IS UNLAWFUL TO DO SO.
- Placement of 30,262,250 shares in total (including over-allotments)
- Market capitalization of EUR 2.53 billion
- Expected free float of 24% (if the greenshoe option is fully exercised)
- First day of trading expected on 7 July 2023 on the Frankfurt Stock Exchange
Milan, 5th July 2023 – Industrie De Nora S.p.A. (“De Nora”), Italian multinational company listed on Euronext Milan, which specializes in electrochemistry and is a leader in sustainable technologies and the emerging green hydrogen industry, announces that today, thyssenkrupp AG’s management board, with the approval of the supervisory board, and De Nora, together with thyssenkrupp nucera AG & Co. KGaA (“thyssenkrupp nucera”) set the final offer price for the shares in thyssenkrupp nucera at EUR 20.00 per share. In total, 30,262,250 shares are being placed with investors (including over-allotments). The final offer price implies a market capitalization of thyssenkrupp nucera of EUR 2.53 billion.
Assuming full exercise of the greenshoe option, the free float will be 24 percent of thyssenkrupp nucera’s share capital. thyssenkrupp AG will remain a committed shareholder of thyssenkrupp nucera and retain a majority stake in the leading provider for high-efficiency electrolysis technology. De Nora will continue the long-standing partnership with thyssenkrupp AG and thyssenkrupp nucera.
thyssenkrupp nucera shares are scheduled to begin trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Prime Standard) under the ticker symbol NCH2 on 7 July 2023. The International Securities Identification Number (ISIN) is DE000NCA0001, and the German Securities Code (WKN) is NCA000.
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Industrie De Nora is an Italian multinational company listed on the Euronext Milan stock exchange, specializing in electrochemistry, a leader in sustainable technologies, and has a vital role in the industrial green hydrogen production chain. The Company has a portfolio of products and systems to optimize the energy efficiency of critical industrial electrochemical processes and a range of products and solutions for water treatment. Globally, Industrie De Nora is the world's largest supplier of activated electrodes (serving a broad portfolio of customers operating in the fields of chlorine and caustic soda production, components for electronics, and non-ferrous metal refining). Industrie De Nora is also among the world's leading suppliers of water filtration and disinfection technologies (for the industrial, municipal, and marine sectors) and the world's leading swimming pool disinfection components supplier. Leveraging its well-established electrochemical knowledge, proven manufacturing capability, and a supply chain established over the years, the Company has developed and qualified a portfolio of electrodes and components to produce hydrogen through the electrolysis of water, which is critical for the energy transition.
Founded in 1923, Industrie De Nora generated total revenues of around EUR 853 million and an Adjusted EBITDA of approx. EUR 191 million in 2022. The Company's growth process has developed organically through continued penetration of new markets and applications and through acquisitions in the U.S., Asia, and Europe. De Nora’s continuous innovation drives its growth, represented by its evolving intellectual property portfolio, which currently includes more than 260 patent families with more than 2,800 territorial extensions. The De Nora family controls the Group, which owns 53.3% of the Company’s share capital. Snam S.p.A. is a minority shareholder with about 21.6% of the capital.
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Investor Relations
Chiara Locati
+39 02 2129 2124
ir@denora.com
Media Relations
Barabino & Partners Office: +39 02/72.02.35.35
Sabrina Ragone – s.ragone@barabino.it +39 338 25 19 534
Elena Magni – e.magni@barabino.it + 39 348 478 7490
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DISCLAIMER
This communication is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, South Africa and Japan (or in any other jurisdiction where it is unlawful to do so).
This announcement is an advertisement for the purposes of the Regulation (EU) 2017/1129 ("Prospectus Regulation"). This press release does not contain or constitute an offer to sell or the solicitation of an offer to buy any of the shares, nor shall there be any sale of the shares in the United States or any state or jurisdiction in which such offer, solicitation, or sale is unlawful. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the “Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States, Canada, South Africa and Japan or in any other jurisdiction where it is unlawful to do so. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). This document is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation.
Investors should not subscribe for any securities referred to in this document except on the basis of information contained in a prospectus pursuant to the Prospectus Regulation, Commission Delegated Regulation (EU) 2019/980, and the Commission Delegated Regulation (EU) 2019/979, which include detailed information regarding the tk nucera and the risks involved in investing in the securities. In any EEA Member State that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
This press release is not an offer of securities for sale into the United States. The shares are being offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States in offshore transactions in reliance on Regulation S under the Securities Act. The shares herein have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration. No public offering of securities is being made in the United States.
Any offers of the shares will be made only by means of a private offering circular. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus or the private offering circular which include detailed information regarding tk nucera's and the risks involved in investing in the securities. In any EEA Member State that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.
The distribution of this press release is not made, and has not been approved, by an “authorized person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) (“investment professionals”) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This press release is not a prospectus which has been approved by the Financial Conduct Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.
The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in Canada, South Africa or Japan. This press release may not be published, forwarded or distributed, directly or indirectly, in Canada, South Africa or Japan.
The information herein contains forward-looking statements. All statements other than statements of historical fact included herein are forward-looking statements. Forward-looking statements give tk nucera's current expectations, estimates, forecasts, and projections relating to its financial condition, results of operations, plans, objectives, future performance and business as well as the industries in which tk nucera operates, as well as the beliefs and assumptions of tk nucera's management. In particular, certain statements with regard to management objectives, trends in results of operations, margins, costs, return on equity, risk management and competition tend to be forward-looking in nature. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “goal,” “may,” “anticipate,” “estimate,” “plan,” “project,” “seek,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the tk nucera's, De Nora’s and thyssenkrupp AG’s control that could cause tk nucera's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the tk nucera's present and future business strategies and the environment in which it will operate in the future. Therefore, tk nucera's actual results may differ materially and adversely from those expressed or implied in any forward-looking statements. They are neither statements of historical fact nor guarantees of future performance. De Nora, thyssenkrupp AG and tk nucera therefore caution against relying on any of these forward-looking statements.