October 23, 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) 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 by Hexagon Composites ASA (“Hexagon” or the “Company”) on 24 August 2020 regarding the intention to spin off Hexagon Purus and apply for Hexagon Purus’ shares to be admitted to trading on Merkur Market, a multilateral trading facility operated by the Oslo Stock Exchange.
The relevant agreements and other preparatory steps to cause the transfer of Hexagon Purus’ Compressed Natural Gas Light-Duty Vehicle activities to Hexagon have now been concluded (reference is made to the stock exchange release on 19 August 2020 announcing the transfer), and the Company aims to have the Hexagon Purus shares admitted to trading on Merkur Market by year-end 2020, subject to all necessary corporate resolutions being validly made by the Company and approval of the listing application by Oslo Børs (the ”Listing”). In connection with the listing process, the Company intends to distribute shares in Hexagon Purus to the Company’s shareholders within the boundaries for permitted distributions set out in the bond terms for its NOK 1,100,000,000 senior unsecured bond issue, HEX03 - ISIN NO NO0010846280. The distribution will be relatively limited in size at this juncture due to the limitations imposed by the bond agreement.
An extraordinary general meeting (EGM) in Hexagon has been scheduled for 13 November 2020 (the “EGM”) to authorize the board of directors to approve the proposed distribution. Please see separate stock exchange notice for more details on the EGM.
The Company intends to raise additional growth capital through a private placement in Hexagon Purus (the “Private Placement”) in connection with the Listing.
Carnegie AS and Skandinaviska Enskilda Banken AB (publ) have been mandated as financial advisors to support Hexagon in this process. Advokatfirmaet Schjødt AS acts as the Company's legal advisor. Advokatfirmaet Thommessen AS acts as legal advisor to the financial advisors.
For more information, please contact:
David Bandele, CFO, Hexagon Composites ASA Telephone: +47 920 91 483 | firstname.lastname@example.org
Karen Romer, SVP Communications, Hexagon Composites AS Telephone: +47 950 74 950 | email@example.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, 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 to the disclosure requirements of 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 any 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 Listing and potential Private Placement in Purus, 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 Listing and 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.