Hexagon Composites ASA Contemplated private placement
February 27, 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Hexagon Composites ASA: Contemplated private placement
Hexagon Composites ASA ("Hexagon" or the "Company") has retained DNB Markets, a part of DNB Bank ASA as Global Coordinator and Joint Bookrunner and Carnegie AS as Joint Bookrunner (together the "Managers") to advise on and effect an undocumented private placement of new shares directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions, after the close of Oslo Stock Exchange today (the "Private Placement").
In the Private Placement, the Company is offering up to 16,662,780 new shares, representing up to approximately 9.99% of the outstanding capital of the Company. The price in the Private Placement will be determined through an accelerated bookbuilding process. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The net proceeds of the Private Placement will be used for continued investment in growth opportunities across all of Hexagon's business areas, hereunder hydrogen opportunities and new market development.
The bookbuilding period for the Private Placement opens today at 16:30 CET and closes on 28 February 2019 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period at their sole discretion and on short notice.
The new shares to be issued in connection with the Private Placement will be issued based on a Board authorization granted by the Company's annual general meeting held 19 April 2018. The new shares allocated in the Private Placement will be settled through a delivery versus payment transaction on a regular T+2 basis by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to a share lending agreement between DNB Markets, the Company and Flakk Composites AS. The shares delivered to the subscribers will thus be tradable upon delivery.
The Company has received significant indications from both existing shareholders and new investors to apply for Offer Shares in the Private Placement. Further, Flakk Composites AS, controlled by Mr. Knut Flakk, has pre-committed to subscribe for NOK 10 million in the Private Placement. Mr. Knut Flakk is the Chairman of the Company's Board of Directors.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, and is of the opinion that the contemplated transaction is in compliance with these requirements. The share issuance will be carried out as a private placement in order to complete a transaction in an efficient manner without the significant discount typically seen in rights issues, and without the need for a guarantee consortium. On this basis, and based on an assessment of the current equity markets, the Company's Board of Directors has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights will be deviated from.
Allocation of the New Shares will be determined at the end of the book-building process. The final allocation will be made at the Company's Board of Directors' (the "Board") sole discretion, where the Board will focus on criteria such as (but not limited to), existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon.
Subject to successful completion of the Private Placement, the Board may consider to carry out a subsequent offering of new shares in the Company directed towards shareholders in the Company as of 27 February 2019 (as registered in the VPS on 1 March 2019) who were not allocated Offer Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action. Such shareholders will be granted non-transferable preferential rights to subscribe for, and, upon subscription, be allocated new shares. The subscription price in such subsequent offering will be the same as the subscription price in the Private Placement.
For more information:
David Bandele, CFO, Hexagon Composites ASA
Telephone: +47 920 91 483 | email@example.com
Hiva Ghiri, VP Investor Relations, Hexagon Composites ASA
Telephone: +47 958 66 790 | hiva.ghiri@ hexagongroup.com
About Hexagon Composites ASA
Hexagon delivers safe and innovative solutions for a cleaner energy future. Our solutions enable storage, transportation and conversion to clean energy in a wide range of mobility, industrial and consumer applications.
For more information, please visit www.hexagongroup.com
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
Important information: The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US 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 US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.