NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES OF AMERICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
(Oslo, Norway 2 March 2023) Reference is made to the stock exchange notice from Hexagon Purus ASA (the "Company") on 1 March 2023, regarding a private placement of 18,518,519 new shares in the Company (the "Private Placement") and a subsequent offering of up to 2,750,000 new shares at the same subscription price as in the Private Placement (the "Subsequent Offering").The Subsequent Offering will be directed towards the Company's shareholders as of 1 March 2023 (as documented by the shareholder register in the Norwegian Central Securities Depository (VPS) as of the end of 3 March 2023) who i) were not allocated shares in the Private Placement and ii) are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any prospectus filing, registration or similar action. Hexagon Composites ASA has waived its right to participate in the Subsequent Offering.
In accordance with the continuing obligations of companies listed on Euronext Growth, the following key information is provided with respect to the Subsequent Offering:
Date on which the terms and conditions of the Subsequent Offering were announced: 1 March 2023
Last day including right: 1 March 2023
Ex-date: 2 March 2023
Record date: 3 March 2023
Maximum number of new shares: 2,750,000 new shares
Subscription price: NOK 27 per share
Shall the subscription rights be listed: No
Other information: The Subsequent Offering is subject to relevant corporate resolutions and the publication of a prospectus approved by the Norwegian Financial Supervisory Authority. The Company's board of directors may, in its sole discretion, decide that the Company shall not carry out the Subsequent Offering due to market conditions.
This information is published in accordance with the requirements of the Continuing Obligations.
For additional information, please contact:
Mathias Meidell, Investor Relations Director, Hexagon Purus ASA
+47 909 82 242 | mathias.meidell@hexagonpurus.com
About Hexagon Purus
Hexagon Purus, a Hexagon Composites company, 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.
Learn more at www.hexagonpurus.com (http://www.hexagonpurus.com) and follow @HexagonPurus on Twitter and LinkedIn.
Important Notices
This announcement is not a prospectus and does not form a part of any public offer to sell, or a solicitation of a public offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). 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 as amended (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.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, South Africa, New Zealand, Japan 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.
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.
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.
