Elkem : Base Prospectus June 2021.pdf

Elkem ASA - 04.06.2021

Base Prospectus

Base Prospectus

04.06.2021

Elkem ASA - 04.06.2021

Base Prospectus

Important notice

This Base Prospectus prepared according to Regulation (EU) 2017/1129, is valid for a period of up to 12 months following its approval by Norwegian FSA. This Base Prospectus was approved by the Norwegian FSA on 04.06.2021. The prospectus for issuance of new bonds or other securities may for a period of up to 12 months from the date of the approval consist of this Base Prospectus and a Final Term to each issue.

A prospective investor should consider carefully the factors set forth in chapter 1 Risk factors, and elsewhere in the Prospectus, and should consult his or her own expert advisers as to the suitability of an investment in bonds, including any legal requirements, exchange control regulations and tax consequences within the country of residence and domicile for the acquisition, holding and disposal of bonds relevant to such prospective investor.

The manager and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Base Prospectus and may perform or seek to perform financial advisory or banking services related to such instruments. The managers corporate finance department may act as manager or co-manager for this Company in private and/or public placement and/or resale not publicly available or commonly known. Copies of this Base Prospectus are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States.

Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The distribution of the Base Prospectus may be limited by law also in other jurisdictions, for example in Canada, Japan, Australia and in the United Kingdom. Verification and approval of the Base Prospectus by the Norwegian FSA implies that the Base Prospectus may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Base Prospectus in any jurisdiction where such action is required, and any information contained herein or in any other sales document relating to bonds does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not lawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

The content of the Base Prospectus does not constitute legal, financial or tax advice and potential investors should seek legal, financial and/or tax advice.

Unless otherwise stated, the Base Prospectus is subject to Norwegian law. In the event of any dispute regarding the Base Prospectus, Norwegian law will apply.

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Elkem ASA - 04.06.2021

Base Prospectus

Table of Contents:

1.	Risk factors.....................................................................................................................	4
2.	Persons responsible ........................................................................................................	12
3.	Definitions .....................................................................................................................	13
4.	Statutory auditors ..........................................................................................................	14
5.	Information about the Issuer ...........................................................................................	15
6.	Business overview ..........................................................................................................	17
7.	Administrative, management and supervisory bodies ..........................................................	21
8.	Major shareholders .........................................................................................................	28
9.	Financial information concerning the Issuer's assets and liabilities, financial position and profits
and losses .........................................................................................................................	29
10.	Documents on display ...................................................................................................	32
11.	Financial instruments that can be issued under the Base Prospectus ...................................	33
12.	Cross reference list .......................................................................................................	43
13.	Appendix .....................................................................................................................	44

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Elkem ASA - 04.06.2021

Base Prospectus

1. Risk factors

Investing in bonds involves inherent risks. Prospective investors should carefully consider, among other things, the risk factors set out in this Base Prospectus before making an investment decision.

A prospective investor should carefully consider all the risks related to the Company and should consult his or her own expert advisors as to the suitability of an investment in bonds issued by the Company. An investment in bonds entails significant risks and is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of the investment. Against this background, an investor should thus make a careful assessment of the Company, its creditworthiness and its prospects before deciding to invest, including its current and future tax position. The risk factors for the Company and the Group are deemed to be equivalent for the purpose of this Base Prospectus unless otherwise stated.

The Company believes that the factors described below represent the principal risks inherent in investing in bonds issued by the Company, but the Company may be unable to pay interest, principal or other amounts on or in connecting with bonds for other reasons which may not be considered significant risks by the Company based on information currently available to it or which it may not currently be able to anticipate. It applies for all risk factors that, if materialized, and depending on the circumstances, may have an adverse effect on the Company and which may reduce anticipated revenue and profitability, ultimately resulting in a potential insolvency situation.

RISKS RELATED TO THE BUSINESS OF ELKEM AND THE INDUSTRY IN WHICH ELKEM OPERATES

The silicon-based advanced materials and chemical industries, including the production and sale of silicones,silicon-based materials, foundry products and carbon, has been in the past, and may be in the future, subject to economic downturns, market disruptions and fluctuations in market price and demand which could lead to volatility in the Group's revenues

Downturns in economic conditions, whether in the markets in which Elkem's customers are active or end markets, can result in diminished demand for, and lower selling prices of, Elkem's products, which could have a negative impact on Elkem's revenues, operating profit and growth prospects. Elkem sells its products globally to customers who are located in multiple geographic markets, including Europe, Asia and the Americas.

Elkem's customers operate in a wide range of industries, including the automotive industry, the construction industry, the renewable energy industry, the oil and gas industry, the electronics industry, consumer goods industries and the solar power and chemicals industries. Economic downturns, market disruptions, reduction in demand or otherwise uncertain economic outlooks in one or more of these markets or industries have affected Elkem in the past and could continue to do so in the future.

The outbreak of Covid-19 has had and may in the future have significant negative effects on the Group

The outbreak of COVID-19, which was recognized as a pandemic by the World Health Organisation in March 2020, and the extraordinary measures imposed globally in response to the coronavirus pandemic have significantly disrupted the economic condition of the global markets in a number of ways and severely impacted companies and economic activity globally. The Group has been adversely impacted by the Coronavirus Pandemic. These developments have had, and may continue to have, adverse effects on the Group's operations, production, logistics and market developments. The impact of the Coronavirus Pandemic in the third and fourth quarter of 2021 and possibly in the longer term is highly uncertain and unpredictable.

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Elkem ASA - 04.06.2021

Base Prospectus

It is not possible to predict all the consequences that the coronavirus pandemic may have for the Group, its business partners and the markets in which the Group operates, but the negative effects of the COVID-19 situation may be long-term. Potential investors should note that the COVID-19 situation is continuously changing and that, due to these uncertain developments of the coronavirus pandemic, governments may pass new laws and regulations, to mitigate negative impacts and consequences of COVID-19 regionally and globally, that affect the Group's operations. Continued reduction in global trade may reduce the demand for the Group's products.

Any decrease in the availability, or increase in the cost, of raw materials or transportation could materially and adversely impact Elkem's business and results of operations

The Group has long term supply contracts for most key raw materials and also buys some of them on the spot market. The Group is dependent on certain suppliers of these products in certain of the markets in which it operates. In particular, the Group relies on a few selected sources for the specialised coal and methyl chloride that it requires, and relies on certain rare earth minerals which are only available in China and which have in the past been the subject of export restrictions.

To the extent there is a disruption in the supply of any of these raw materials from the Group's suppliers, or if the raw materials are not of the required quality, or are not delivered on a timely basis, the Group may not be able to obtain adequate supplies of these raw materials from alternative sources on terms as favourable as its current arrangements or at all.

Furthermore, if there is an increase in the costs of these raw materials as a result of disruptions in production, trade restrictions or any other reason, this will result in increased costs for Elkem. Elkem's customer contracts and the competitive environment of the markets in which Elkem operates do not generally permit increases in operating expenses to be passed on to customers.

The business of the Group is particularly sensitive to increases in electricity costs which could materially and adversely increase operating costs

Electricity is one of the Group's largest operating costs. Accordingly, consistent access tolow cost and reliable sources of electricity is essential to the Group's business. Because electricity constitutes such a significant percentage of costs, the Group is particularly vulnerable to fluctuations in electricity costs.

Termination or non-renewal of any of the Group's electricity contracts or an increase in the price of electricity generally could materially adversely affect the Group's future earnings and may prevent Elkem from effectively competing in certain of its markets.

Elkem is also exposed to changes in grid tariffs, both as a result of investments in power grids in Norway and other jurisdictions where it operates and potentially as a result of changes in the grid structure, either of which would likely cause the grid operator to raise tariffs in order to finance such investments or changes. Any such increases could in turn have a material adverse effect on Elkem's business, results of operations, financial condition and prospects.

The costs of complying with changing environmental, health and safety laws could negatively impact Elkem's financial results

Elkem uses large quantities of hazardous substances, generates hazardous wastes and emits wastewater and air pollutants in its production operations, most notably in its Silicones division. Consequently, its operations are subject to extensive environmental, health and safety (''EHS'') laws, regulations, rules and ordinances at the supranational, national and local level in multiple jurisdictions across the European, African, Asia Pacific and North and South American regions. Elkem is also required to obtain permits from governmental authorities for certain operations.

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