Hexagon Purus ASA: Private placement successfully placed
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.
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