Hexagon Composites ASA: Private placement successfully completed
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.
Reference is made to the stock exchange release from Hexagon Composites ASA ("Hexagon" or the "Company") published on 27 February 2019 regarding a contemplated private placement.
The Company announces that it has raised approximately NOK 493 million in gross proceeds through a private placement (the "Private Placement") of 16,662,780 new shares (the "New Shares"), at a price per share of NOK 29.60. The Private Placement took place through an accelerated bookbuilding process managed by DNB Markets, a part of DNB Bank ASA, acting as Global Coordinator and Joint Bookrunner and Carnegie AS as Joint Bookrunner (the "Managers") after close of markets on 27 February 2019.
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 Board is of the opinion that the Private Placement complies with the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, in particular due to the fact that (i) in the current market, a private placement had a larger possibility of success compared to a rights issue and, therefore, gives the Company timely access to the new capital at low risk; and (ii) the cost of raising capital is assumed to be lower than in a rights issue since the discount is likely to be lower and subscription guarantees are avoided. 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 were deviated from.
The Company's largest shareholder, Mitsui & Co Ltd., who is represented on the Company's board of directors, has been allocated 4,167,000 shares in the Private Placement. Flakk Composites AS, controlled by Mr. Knut Flakk, has been allocated 337,837 shares in the Private Placement. Mr. Knut Flakk is the Chairman of the Company's Board of Directors.
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. Following registration of the new share capital pertaining to the Private Placement, the Company will have 183,290,648 shares outstanding, each with a par value of NOK 0.10.
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 | firstname.lastname@example.org
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 assumes 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.