Hexagon Purus ASA – Capital raise successfully completed

Wed 03, 2023 - Stock Exchange Release

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, 1 March 2023): Reference is made to the stock exchange announcement from Hexagon Purus ASA (“Hexagon Purus” or the “Company”) published 1 March 2023 at 16:38 (CET) whereby the Company announced a contemplated offering of i) convertible bonds (the "Convertible Bond Private Placement") and ii) an equity private placement (the “Equity Private Placement”, and together with the Convertible Bond Private Placement, the “Offering”).

The Company hereby announces that the Offering has been successfully completed, raising total gross proceeds of approximately NOK 1,300 million. The Offering comprises of the Equity Private Placement raising gross proceeds of approximately NOK 500 million through the issuance of 18,518,519 new shares (the “New Shares”) at a price of NOK 27.00 and the Convertible Bond Private Placement, raising gross proceeds of approximately NOK 800 million (the “Convertible Bonds”). The Offering attracted strong interest from Nordic and international institutional long-only investors and was multiple times oversubscribed. The Offering took place through a bookbuilding process managed by ABG Sundal Collier (“ABGSC”) and BNP PARIBAS (“BNP Paribas”) as joint lead managers, joint global coordinators and joint bookrunners on the Convertible Bond Private Placement and as financial advisers on the Mitsui strategic alliance (jointly the “Managers”) and ABGSC, Barclays Bank Ireland PLC (“Barclays”) and BNP PARIBAS as joint global coordinators and joint bookrunners in the Equity Private Placement (jointly the “Joint Global Coordinators”).

The net proceeds from the Offering will be used to support the Company’s growth trajectory, including its ongoing global capacity expansion program and its financial targets for 2025, which were set out during the Company’s Capital Markets Day in 2022, and restated on 1 November 2022 during the Company’s interim report for the third quarter of 2022. In addition, the Offering will broaden the Company’s institutional investor base, while also serving as a platform for the contemplated up-listing to the main list of the Oslo Stock Exchange, which is currently expected to take place by the end of March 2023.

The Convertible Bonds are structured as a 5-year senior unsecured convertible bond with a 6% fixed interest rate payable semi-annually in kind (i.e. through issuance of additional bonds). The conversion price per common share in the Company for the Convertible Bonds has been set to NOK 33.75, which is a 25% premium to the offer price for the New Shares.

In the Offering, Mitsui & Co., Ltd. (“Mitsui”) subscribed for, and was allocated, NOK 500 million in the Convertible Bond Private Placement. In addition, Mitsui has entered into a deeper strategic alliance with the Company and has signed a Memorandum of Understanding (the “MoU”) whereby Mitsui intends to participate as an anchor investor in future capital raises for the years to come and become a long-term significant minority shareholder in the Company. The non-binding MoU expresses the parties’ joint intentions and has a total monetary scope of up to NOK 2,000 million, including the NOK 500 million subscription in the Convertible Bond Private Placement. Future investments from Mitsui will be subject to, among other things, the Company’s fulfilment of commercial and operational milestones agreed between the parties in good faith.

Completion of the Convertible Bond Private Placement and issuance of the Convertible Bonds is subject to an approval at an extraordinary general meeting which is expected to be arranged on or about 16 March 2023 (the “EGM”). The Convertible Bonds is therefore contemplated settled and delivered to investors after completion of the EGM.

Completion of the Equity Private Placement and the issuance of the New Shares were resolved by the Board of Directors of the Company (the “Board”) at a Board meeting held today pursuant to an authorisation to increase the share capital granted to the Board by the Company’s annual general meeting on 27 April 2022. Following completion of the Equity Private Placement, the Company’s share capital will be NOK 27,679,745.6 divided into 276,797,456 shares, each with a par value of NOK 0.1. Delivery versus payment settlement of the New Shares will be facilitated by existing and unencumbered shares in the Company being borrowed by the Joint Global Coordinators from Hexagon Composites ASA (“Hexagon Composites”) pursuant to a share lending agreement between Hexagon Composites and the Company. The New Shares will thus be tradable from allocation. The Joint Global Coordinators will settle the share loan with new shares in the Company to be issued pursuant to the resolution of the Board referred to above.

The Equity Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the New Shares. The Board has considered the Equity Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on Oslo Børs and Oslo Børs' Guidelines on the rule of equal treatment, and deems that the Private Placement is in compliance with these obligations. The Board is of the view that it has been in the common interest of the Company and its shareholders that the equity raise was structured as a private placement, in particularly considering the current market conditions and the growth opportunities that are available to the Company, as well as to facilitate for the uplisting to the main list on the Oslo Stock Exchange by end of March 2023. By structuring the equity raise as a private placement, the Company has been able to raise equity efficiently, and at a lower cost and with a significantly reduced completion risk compared to a rights issue. The Board will consider carrying out a subsequent offering of up to 2,750,000 new shares 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 (the "Subsequent Offering") 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 has waived its right to participate in the Subsequent offering. The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement. The Subsequent Offering is subject to the publication of a prospectus approved by the Norwegian Financial Supervisory Authority and the prevailing market price of the Company's shares following the Private Placement. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company's shares trade below the subscription price in the Subsequent Offering at adequate volumes.

Advisors

ABGSC and BNP PARIBAS acted as joint lead managers, joint global coordinators and joint bookrunners on the Convertible Bond Private Placement and as financial advisers on the Mitsui strategic investment. ABGSC, Barclays and BNP PARIBAS acted as joint global coordinators and joint bookrunners in the Equity Private Placement.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers and Joint Global Coordinators.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and was published by Ingrid Aarsnes, VP IR & ESG at Hexagon Composites ASA, on 1 March 2023 at 23:25 CET.

For further information:

Salman Alam, Senior Vice President Corporate Development, Hexagon Purus
Telephone: +47 476 12 713 | [email protected]

Mathias Meidell, Investor Relations Director, Hexagon Purus
Telephone: +47 909 82 242 | [email protected]

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

No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.

This announcement and does not constitute an offer to sell, or the solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent in or into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

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.

This announcement is not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State) (the “Prospectus Regulation”). In any 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.

In the United Kingdom, this communication is only addressed to and is only directed at qualified investors within the meaning of the Prospectus Regulation as it forms part of U.K. law by virtue of the European Union (Withdrawal) Act 2018 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 communication is not being made, and this communication has not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this communication is not being distributed to, and must not be passed on to, the general public in the United Kingdom or to persons in the United Kingdom save in circumstances where section 21(1) of the FSMA does not apply.
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.

The Managers or the Joint Global Coordinators (as applicable) 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 or the Joint Global Coordinators (as applicable) nor any of their respective affiliates directors, officers, employees, advisers or agents makes 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, and nothing contained herein is, or shall be relied upon as, a promise or representation by the Managers or the Joint Global Coordinators (as applicable) in this respect, whether as to the past or future.

The Managers and the Joint Global Coordinators (as applicable) disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

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 or the Joint Global Coordinators (as applicable)nor any of their respective affiliates accepts any liability arising from the use of this announcement.

Each investor shall be deemed to acknowledge that (a) it may not rely on any investigation that the Managers or the Joint Global Coordinators (as applicable) and the Company or any of their respective affiliates or any persons acting on their respective behalves may have conducted with respect to the offering of securities or the Company; (b) it has conducted its own investigation with respect to the offering of securities and the Company and any purchase will be made on the basis of publicly available information; (c) it has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the securities; and (d) it has received all information which it believes is necessary or appropriate in connection with its purchase of the securities. Each investor shall be deemed to confirm that it has such knowledge and experience in financial and business matters as to be capable of evaluating independently the merits, risks and suitability of the prospective investment in the securities, and that it and any accounts for which it is acting are each able to bear the economic risk of the prospective investment and can afford the complete loss of such investment.

In connection with the Offering, the Managers and the Joint Global Coordinators (as applicable) and any of their affiliates, acting as investors for their own accounts, may enter into asset swaps, credit derivatives or other derivative transactions relating to the securities and/or subscribe for or purchase shares or other securities in the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of their affiliates acting as investors for their own accounts. The Managers and the Joint Global Coordinators (as applicable) or any of their respective affiliates may from time to time hold long or short positions in or buy and sell such securities or derivatives or the underlying shares. The Managers and the Joint Global Coordinators (as applicable) do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Information to Distributors (Equity Placement)

Solely for the purposes of the product governance requirements of Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”), Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and local implementing measures, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the securities have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.

Information to Distributors (Convertible Bonds)

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Convertible Bonds have been subject to a product approval process, which has determined that: (i) the target market for the Convertible Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Convertible Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Convertible Bonds (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Convertible Bonds (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Convertible Bonds and/or the underlying shares. For the avoidance of doubt, the target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MIFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any action whatsoever with respect to the Convertible Bonds.

The Convertible Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom (the "UK"). For these purposes, a "Retail Investor" means (a) in the EEA, a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of article 4(1) of MIFID II; or (iii) not a Qualified Investor as defined in the Prospectus Regulation and (b) in the UK, a person who is one (or more) of (i) a retail client within the meaning of Regulation (EU) No. 2017/565 as it forms part of UK domestic law by virtue of the EUWA or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (the "EU PRIIPs Regulation") or the EU PRIIPS Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPS Regulation") for offering or selling the Convertible Bonds or otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Convertible Bonds or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPs Regulation.