29 June 2023: Hexagon Composites ASA (“Hexagon Composites” or the “Company”) refers to the resolutions by the extraordinary general meeting of the Company on 28 June 2023, authorizing the Board of Directors to distribute shares in Hexagon Purus ASA as dividend-in-kind to its shareholders. Hexagon Composites’ Board of Directors has today resolved to use the authorization to distribute 0.3432 Hexagon Purus ASA shares per Hexagon Composites ASA shares held, in total 69 199 364 shares. The dividend-in-kind will be distributed to shareholders in the Company as per the expiry of 5 July 2023 (last day including right) as registered with the Company’s shareholder register with the VPS as per the expiry of 7 July 2023 (record date). The Company’s shares will trade excluding dividend-in-kind on 6 July 2023. The key information is also published as a separate announcement.
The distribution represents 25% of the total number of outstanding shares in Hexagon Purus and will serve to increase the free float in the Hexagon Purus share. The Company believes it is in the interest of the shareholders of both Hexagon Composites and Hexagon Purus that the businesses are operated and directed as independent companies, enabling both businesses to fully leverage their growth potential. The Company intends to retain its current ownership in Hexagon Purus for the foreseeable future, taking into account the TRS referenced below.
Statement from Hexagon Composites ASA to all shareholders in Hexagon Purus ASA related to Hexagon Composites ASA’s influence in the Board of Hexagon Purus ASA
On 25 May 2023, Hexagon Purus ASA held its annual general meeting where changes to the Board of Directors were effectuated. Hexagon Composites currently has two (2) out of seven (7) representatives of the Board of Directors of Hexagon Purus ASA, reflecting the Company’s intention of a non-controlling ownership position.
To further substantiate the non-controlling ownership position in Hexagon Purus, the Board of the Company has today resolved that for as long as the Company holds less than 55% of the total number of issued shares in Hexagon Purus, (a) the number of board members who are (i) nominated or proposed by the Company, or (ii) an employee or board member of the Company (each in the case of (i) and (ii) a “Hexagon Composites Director”) shall be less than 50% of the total number of board members in Hexagon Purus at any time.
Furthermore, due to the Company’s longstanding relationship with the Flakk Group, controlled and owned by the chairman of Hexagon Composites ASA, Mr. Knut Flakk, the Board also resolved that in the event (i) Mr. Knut Flakk, or (ii) any representative of himself, or his related parties (in each case a “Flakk Director”) are nominated and elected as a board member of Hexagon Purus, the sum of all Hexagon Composites Directors together with all Flakk Directors shall be less than 50% of the total number of board members in Hexagon Purus at any time for as long as the Company holds less than 55% of the total number of issued shares in Hexagon Purus.
The resolutions made are irrevocable until 31 December 2027.
Total Return Swap (“TRS”) agreement
The Company has entered into a TRS agreement with its Nordic banking partners, with financial exposure to 13,839,872 shares, equivalent to 5% of Hexagon Purus’ issued shares. The price under the TRS agreement is 19.80 NOK and the expiry date of the agreement is 28 June 2024.
Following the sale of 5% shares under the TRS agreement to the Nordic banks, Hexagon Composites’ financial exposure in Hexagon Purus remains unchanged at 120,101,133 shares, equivalent to 43% of total shares while the ownership and voting rights will be equal to approximately 38%.
The proceeds from the TRS will improve Hexagon’s capital structure and liquidity.
For further information, please contact:
Ingrid Aarsnes, VP Investor Relations & ESG, Hexagon Composites ASA
Telephone: +47 950 38 364 | email@example.com
Karen Romer, SVP Communications, Hexagon Composites ASA
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. Learn more at www.hexagongroup.com and follow @HexagonASA on Twitter and LinkedIn.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
- Notification of transactions by persons discharging managerial responsibilities and persons closely associated with them