NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN 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.
16 September 2025 - Oslo, Norway: Reference is made to the stock exchange
release from Hexagon Composites ASA ("Hexagon" or the "Company") published on 16
September 2025 regarding a contemplated private placement. The Company announces
today that it has raised approximately NOK 590 million in gross proceeds through
a private placement (the "Private Placement") of 42,014,080 new shares (the
"Offer Shares"), at a price per share of NOK 14 per Offer Share (the "Offer
Price"). The Private Placement took place through an accelerated bookbuilding
process managed by the joint bookrunners after close of markets on 16 September
2025.
The net proceeds from the Private Placement will be used to (i) proactively
strengthen the balance sheet to navigate current industry challenges, (ii)
assisting initiatives to accelerate natural gas truck (X15N) adoption rate,
(iii) and for general corporate purposes.
Lock-up
The Company has agreed to a 6 months lock-up, executive management has agreed to
a 6 months lock-up with certain exemptions related to tax obligations and Knut
Flakk and related companies has agreed to a 6 months lock-up on shares held in
the Company. In addition, on 14 August 2025, the Company announced an extension
of its alliance agreement with Mitsui & Co. Ltd. ("Mitsui"), conditional on
Mitsui maintaining at least a 10% shareholding. In any dilutive transaction, the
Company is obliged to negotiate in good faith to allow Mitsui to preserve this
minimum stake.
The issue of the Offer Shares allocated in the Private Placement has been
resolved by the board of directors (the "Board") pursuant to the Board
authorisation to issue new shares (the "Board Authorisation") granted by the
Company's annual general meeting held on 5 May 2025 and delivery versus payment
("DVP") settlement will be facilitated by a pre-funding agreement between the
Company and the Managers.
The Offer Shares allocated to applicants in the Private Placement will
be tradable following registration of the share capital increase in the
Norwegian Register of Business Enterprises (the "NRBE"), which is expected on or
about 18 September 2025 (T+1).
Notices of allocation of Offer Shares are expected to be distributed to the
applicants being allocated Offer Shares in the Private Placement ("Applicants")
on 17 September 2025 (T). Settlement of Offer Shares in the Private Placement is
expected to take place on or about 19 September 2025 (T+2) on a DVP basis.
Completion of the Private Placement by delivery of the Offer Shares to
Applicants is subject to the registration of the share capital increase in the
NRBE.
Following registration of the new share capital pertaining to the Private
Placement, the Company will have 252,084,496 shares outstanding, each with a par
value of NOK 0.10.
Completion of the Private Placement implies a deviation from the pre-emptive
rights of the existing shareholders of the Company under the Norwegian Public
Limited Companies Act. When resolving the issuance of the Offer Shares in the
Private Placement, the Board considered this deviation and also the equal
treatment obligations under the Norwegian Public Limited Companies Act and
Norwegian Securities Trading Act. The Board is of the opinion that there are
sufficient grounds to deviate from the pre-emptive rights and that the Private
Placement is in compliance with the equal treatment requirements. By structuring
the transaction as a private placement, the Company was able to raise capital in
an efficient manner, with a lower discount to the current trading price and with
significantly lower completion risks compared to a rights issue, and to
strengthen the Company's shareholder base. Further, the number of Offer Shares
to be issued in connection with the Private Placement implies a limited dilution
of existing shareholders.
The Board has, subject to completion of the Private Placement and certain other
conditions, resolved to carry out a subsequent offering of up to 6,000,000 new
shares towards the Company's shareholders as of 16 September 2025 (as registered
with the VPS two trading days thereafter) who (i) were not included in the pre
-sounding phase of the Private Placement, (ii) were not allocated Offer Shares
in the Private Placement and (iii) 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 (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 (i) a National Prospectus being registered in the NRBE, (ii) the
prevailing market price of the Company's shares following the Private Placement
and (iii) approval by an extraordinary general meeting to be convened following
completion of 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. The
subscription period for the Subsequent Offering, if any, is expected to commence
during Q4 2025 following the approval of a prospectus.
DNB Carnegie, a part of DNB Bank ASA, Skandinaviska Enskilda Banken AB (publ)
and Danske Bank A/S NUF acted as joint bookrunners in the Private Placement.
Advokatfirmaet Schjødt AS acted as the Company's legal advisor.
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
Berit-Cathrin Høyvik, Senior Director Communications, Hexagon Composites ASA, on
the date and time provided.
For more information
David Bandele, CFO, Hexagon Composites
Telephone: +47 920 91 483 | david.bandele@hexagongroup.com
About Hexagon Composites
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 and industrial applications. Learn more at
hexagongroup.com and follow @HexagonASA on LinkedIn.
Important Notices
This announcement is not for publication or distribution, directly or
indirectly, in Australia, Canada, Japan, Hong Kong, South Africa, the United
States, or any other jurisdiction where such release, publication, or
distribution would be unlawful. It does not constitute an offer or invitation to
subscribe for or purchase any securities in such jurisdictions.
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase or subscribe for securities of the Company
in the United States. Securities of the Company may not be offered or sold in
the United States without registration under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or an applicable exemption from
registration. The Company has not registered, and does not intend to register,
any securities under the U.S. Securities Act, and no public offering of
securities will be made in the United States. 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.
In any EEA Member State, this communication is only addressed to and directed at
qualified investors in that Member State within the meaning of Regulation (EU)
2017/1129 (together with any applicable implementing measures, the "Prospectus
Regulation"), i.e., only to investors who may receive the offer without an
approved prospectus.
In the United Kingdom, this communication is only addressed to and directed at
qualified investors within the meaning of the Prospectus Regulation as it forms
part of UK law by virtue of the European Union (Withdrawal) Act 2018, who are
(i) 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) persons falling within Article 49(2)(a) to (d) of the Order
(high-net-worth companies, unincorporated associations, etc.) (all such persons
together being "Relevant Persons"). These materials are directed only at
Relevant Persons and must not be acted on or relied upon 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
ensure it is lawful to do so.
This announcement may contain forward-looking statements. Forward-looking
statements are not historical facts and may be identified by terms such as
"anticipate," "believe," "continue," "estimate," "expect," "intend," "may,"
"should," "will," and similar expressions. These statements are based on various
assumptions, many of which are themselves subject to risks, uncertainties, and
contingencies beyond the Company's control. Actual events may differ materially
from those expressed or implied by such forward-looking statements. The Company
undertakes no obligation to update forward-looking statements contained herein.
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 makes any representation or warranty,
express or implied, 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 should not be relied upon
as investment advice. Under no circumstances should it be considered an offer to
sell, a solicitation of an offer to buy, or a recommendation to buy or sell any
securities of the Company. Neither the Managers nor any of their affiliates
accepts 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 comes are required to inform themselves about and observe
any such restrictions.