NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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 announcement made by Hexagon Purus ASA ("Hexagon Purus" or the "Company") on 30 October 2024 regarding a contemplated private placement of new shares (the "Private Placement"). The Company hereby announces that it has allocated 145,000,000 new shares (the "New Shares") in the Private Placement at a price of NOK 6.90 per New Share, raising approximately NOK 1 billion in gross proceeds. The Private Placement, which was significantly oversubscribed, took place through an accelerated bookbuilding process after close of markets on 30 October 2024, conducted by ABG Sundal Collier ASA as Global Coordinator and Joint Bookrunner and Arctic Securities AS and Danske Bank, Norwegian Branch as Joint Bookrunners (together, the "Managers").
The net proceeds from the Private Placement will be used to finance the Company's business plan and are intended to fully fund the company well past the point of cash flow break-even. With the multi-year capacity expansion program close to completion, the Company now has sufficient capacity to cover the expected growth over the next few years. The Company’s focus for the coming years will be to optimize the utilization of existing capacity, drive operational improvements and profitability, and minimize further capital spend.
The New Shares in the Private Placement were allocated in two tranches as follows: (i) one tranche with 55,541,400 New Shares ("Tranche 1"); and (ii) a second tranche with 89,458,600 New Shares. The New Shares in Tranche 1 have been resolved issued by the Board pursuant to the board authorization granted by the annual general meeting of the Company held on 16 April 2024 (the "Board Authorization"). The issuance of Offer Shares in Tranche 2 is subject to approval by an extraordinary general meeting of the Company expected to be held on or about 22 November 2024 (the "EGM").
The pre-committing investors, Hexagon Composites ASA and Mitsui & Co., Ltd., were allocated the following number of New Shares:
- Hexagon Composites ASA: 55,507,246 New Shares
- Mitsui & Co., Ltd.: 36,231,884 New Shares
The above-mentioned investors will receive a substantial proportion of their allocation in Tranche 2.
The following primary insiders were allocated New Shares at the price of NOK 6.90 per share in the Private Placement:
- Morten Holum, CEO, was allocated 72,464 New Shares
- Salman Alam, CFO, was allocated 72,464 New Shares
- Michael Kleschinski, EVP Hydrogen Mobility & Infrastructure, was allocated 43,478 New Shares
- Todd Sloan, EVP Battery Systems & Vehicle Integration, was allocated 43,478 New Shares
- Anne Lise Hjelseth, EVP People & Culture, was allocated 43,478 New Shares
- Heiko Chudzick, EVP Operations, was allocated 28,985 New Shares
Notification of allocation (which is conditional with respect to Tranche 2) is expected to be sent to the applicants by the Managers on or about 31 October 2024. The New Shares allocated in Tranche 1 are expected to be settled on or around 4 November 2024 through a delivery versus payment (DVP) transaction on a regular T+2 basis by delivery of the new shares resolved issued pursuant to the Board Authorization. The New Shares allocated in Tranche 1 will be tradable after the share capital increase pertaining to the issue of the New Shares in Tranche 1 is registered with the Norwegian Register of Business Enterprises, expected on or about 1 November 2024 (T+1). The New Shares in Tranche 1 are expected to be pre-paid by the Managers pursuant to a pre-payment agreement (the "Pre-Payment Agreement") between the Company and the Managers, in order to facilitate prompt registration of the share capital increase pertaining to the issue of the New Shares in Tranche 1 with the Norwegian Register of Business Enterprises and DVP settlement.
The New Shares allocated in Tranche 2 are expected to be settled on or around 27 November 2024, subject to due payment having been received and the conditions for completion of Tranche 2 having been met, including Tranche 2 having been approved by the EGM.
Following registration of the new share capital pertaining to the issuance of New Shares in the Private Placement (i.e. both Tranche 1 and Tranche 2), the Company will have a share capital of NOK 42,270,719.80 divided on 422,707,198 shares, each with a par value of NOK 0.10.
Completion of Tranche 2 is subject to a resolution by the EGM to issue the New Shares in Tranche 2. Further, completion of the Private Placement is subject to the Pre-Payment Agreement being entered into and remaining in full force and effect, the share capital increases pertaining to the issuance of the allocated New Shares being validly registered with the Norwegian Register of Business Enterprises and the allocated New Shares being validly issued and registered in the Norwegian Central Securities Depository - Euronext Securities Oslo (VPS). The Private Placement as a whole (including Tranche 1), or only Tranche 2, may be cancelled if the relevant conditions are not fulfilled and may be cancelled by the Company in its sole discretion for any other reason.
Completion of the Private Placement implies a deviation from the preemptive rights of the existing shareholders of the Company under the Norwegian Public Limited Companies Act. When resolving to allocate and issue New Shares in the Private Placement, the Board considered this deviation and also the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's guidelines on the rule of equal treatment, and is of the opinion that the Private Placement is in compliance with these requirements. By structuring the transaction as a private placement, the Company meet its requirements to raise capital in an efficient manner, and with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. On this basis and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. Further, the Subsequent Offering (as defined below), if implemented, will secure that eligible shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement.
The Company intends to carry out a subsequent offering (the "Subsequent Offering") of up to 21,750,000 new shares in the Company which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 30 October 2024 (as registered in the VPS two trading days thereafter), who (i) were not allocated New Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Whether or not such Subsequent Offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company after completion of the Private Placement, and the Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering. Further, the Subsequent Offering is subject to, inter alia, completion of the Private Placement, approval by the board of directors and the EGM, and the approval and publication of a prospectus.
ABG Sundal Collier ASA is acting as Global Coordinator and Joint Bookrunner, and Arctic Securities AS and Danske Bank, Norwegian Branch as Joint Bookrunners in the Private Placement. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and was published by Mathias Meidell, Director, Investor Relations of Hexagon Purus ASA, on 30 October 2024 at 23:00 (CET).
For further information:
Salman Alam, CFO, Hexagon Purus
Telephone: +47 476 12 713 | salman.alam@hexagonpurus.com
Mathias Meidell, Investor Relations Director, Hexagon Purus
Telephone: +47 909 82 242 | mathias.meidell@hexagonpurus.com
About Hexagon Purus
Hexagon Purus enables zero emission mobility for a cleaner energy future. The company is a world leading provider of hydrogen Type 4 high-pressure cylinders and systems, battery systems and vehicle integration solutions for fuel cell electric and battery electric vehicles. Hexagon Purus' products are used in a variety of applications including light, medium and heavy-duty vehicles, buses, ground storage, distribution, refueling, maritime, rail and aerospace.
Important Notices
This announcement is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, Hong Kong, South Africa or the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
This announcement does not constitute an offer of securities for sale, or a solicitation of an offer to purchase or subscribe for, any securities of the Company in the United States. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and in accordance with applicable U.S. state securities laws. The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
This announcement is made by and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their affiliates accept any liability arising from the use of this announcement.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their affiliates accept any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
