August 24, 2020
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 ANY OTHER 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 24 August 2020 regarding a contemplated private placement and intention to spin off and list Hexagon Purus.
The Company announces that it has raised approximately NOK 907 million in gross proceeds through a private placement (the "Private Placement") of 18,329,064 new shares (the "New Shares"), at a price per share of NOK 49.5. The subscription price represents a discount of 2% to the market close on 24 August 2020. The final transaction size of the Private Placement was increased from up to NOK 800 million to 10% of the outstanding share capital (or approximately NOK 907 million at the subscription price) based on substantial demand from high quality institutional investors in the Nordics and internationally. The book was multiple times oversubscribed. The Private Placement took place through an accelerated bookbuilding process managed by Carnegie AS and Skandinaviska Enskilda Banken AB (publ), acting as Joint Bookrunners (together the "Managers") after close of markets on 24 August 2020.
The net proceeds of the Private Placement will be used to fund the initial development phase in Hexagon Purus underpinning the Company’s strong commitment to invest in hydrogen opportunities, as well as support general corporate purposes within g-mobility.
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 general meeting held 22 April 2020. 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 the Managers, 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 201,619,712 shares outstanding, each with a par value of NOK 0.10.
The Company 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. The Company is of the opinion that the waiver of the preferential rights inherent in a private placement is, taking into consideration the time, costs and expected terms of alternative methods of securing the desired funding, in the common interest of the shareholders of the Company.
For more information, please contact:
David Bandele, CFO, Hexagon Composites ASA Telephone: +47 920 91 483 | email@example.com
Karen Romer, SVP Communications, Hexagon Composites AS Telephone: +47 950 74 950 | 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, including light-, medium- and heavy-duty vehicles, ground storage, distribution, marine, rail and backup power solutions.
About Hexagon Purus Hexagon Purus, a Hexagon Composites company, enables zero emission hydrogen and battery electric mobility for a cleaner energy future. Hexagon Purus is a world leading provider of Hydrogen Type 4 high-pressure cylinders, battery packs and vehicle systems integration for fuel cell electric and battery electric vehicles (FCEV and BEV) including hybrid mobility applications on light, medium and heavy-duty vehicles, transit buses, ground storage, distribution, marine, rail, aerospace and backup power solutions.
Learn more at www.hexagongroup.com and follow @HexagonASA on Twitter and LinkedIn.
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.
Forward-looking statements: 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. This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.