NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, 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.
Hexagon Purus ASA (the "Company") has engaged Carnegie AS and Skandinaviska
Enskilda Banken AB (publ) Oslofilialen as Joint Global Coordinators and Joint
Bookrunners in the Private Placement (collectively the "Global Coordinators"),
and Sparebank 1 Markets as Joint Bookrunner (together with Global Coordinators
the "Managers") to advise on and effect a contemplated private placement of new
ordinary shares in the Company (the "Offer Shares"), raising gross proceeds of
approximately NOK 600 million (the "Private Placement"). The subscription price
per New Share in the Private Placement (the "Subscription Price") will be set by
the Company's Board of Directors (the "Board") on the basis of an accelerated
book-building process conducted by the Managers.
The net proceeds from the Private Placement will be used for:
* Cylinder and systems capacity expansion across geographies to meet customer
demand;
* Investments in automated manufacturing facility and technical center of
excellence in Kelowna, Canada to support and increase production capacity
for battery packs and hydrogen storage systems;
* Investments in production capacity in China to serve the fast-growing
Chinese market through the joint venture with CIMC Enric;
* Organizational scale-up to support continued technological development and
capacity expansion; and
* Working capital as well as for general corporate purposes.
Hexagon Composites ASA (the Company's largest shareholder with an ownership
interest of 73.29%) has undertaken to subscribe for, and will be allocated,
their pro-rata share of the Offer Shares, equivalent to approximately NOK 440m,
at the subscription price determined through the book building process.
Other primary insiders and employees, including CEO Morten Holum and Chair of
the Board Jon Erik Engeset, have indicated an intention to subscribe for Offer
Shares for an aggregate amount of approximately NOK 6-7 million.
The application period in the Private Placement will commence today, 15 February
2022 at 16:30 CET and close on 16 February 2022 at 08:00 CET. The Managers and
the Company may, however, at any time resolve to close or extend the application
period on short or without notice. If the application period is shortened or
extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and
international investors (a) outside the United States in reliance on Regulation
S under the U.S, Securities Act of 1933, as amended (the "U.S. Securities Act"),
and (b) to investors in the United States who are "qualified institutional
buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act, and to
major U.S. institutional investors under SEC Rule 15a-6 under the United States
Exchange Act of 1934 in each case subject to an exemption being available from
prospectus requirements and any other filing or registration requirements in the
applicable jurisdictions and subject to other selling restrictions. The minimum
application and allocation amount have been set to the NOK equivalent of EUR
100,000 per investor. The Company may, however, at its sole discretion, allocate
an amount below EUR 100,000 to the extent applicable exemptions from the
prospectus requirements pursuant to the Norwegian Securities Trading Act and
ancillary regulations are available. Further selling restrictions and
transaction terms will apply.
Allocation of Offer Shares will be determined at or about 16 February 2022, by
the Board in consultation with the Managers, at its sole discretion. The Company
may focus on allocation criteria such as (but not limited to) existing ownership
in the Company, timeliness of the application, price leadership, relative order
size, sector knowledge, investment history, perceived investor quality and
investment horizon.
Settlement is expected to take place on or about 18 February 2022 on a delivery
versus payment basis. Delivery of the Offer Shares allocated in the Private
Placement will, in order to facilitate DVP settlement, be made by delivery of
existing and unencumbered shares in the Company already admitted to trading on
Euronext Growth Oslo, pursuant to a share lending agreement (the "Share Lending
Agreement") to be entered into between the Company, the Managers and Hexagon
Composites ASA. The Managers will settle the share loan with new shares in the
Company to be issued by the Company's board of directors pursuant to an
authorisation granted by the Company's general meeting held on 30 October 2020.
Completion of the Private Placement is subject to (i) all necessary corporate
resolutions being validly made by the Company, including without limitation, the
Board resolving to consummate the Private Placement and issue the Offer Shares
and (ii) the Share Lending Agreement not being terminated prior to allocation.
The Company reserves the right, at any time and for any reason, to cancel,
and/or modify the terms of, the Private Placement prior to completion. Neither
the Company nor the Managers will be liable for any losses incurred by
applicants if the Private Placement is cancelled, irrespective of the reason for
such cancellation.
The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular
no. 2/2014 and is of the opinion that the waiver of the preferential rights
inherent in a private placement, taking into consideration the time, costs and
risk of alternative methods of the securing the desired funding is in the common
interest of the shareholders of the Company.
Hexagon Purus in brief
Hexagon Purus, a Hexagon Composites company, enables zero emission mobility for
a cleaner energy future. Hexagon Purus is a world leading provider of hydrogen
type 4 high-pressure cylinders, complete vehicle systems and battery packs for
fuel cell electric and battery electric vehicles (FCEV and BEV) including hybrid
mobility applications on light, medium and heavy-duty vehicles, transit buses,
ground storage, distribution, maritime, rail, and aerospace applications.
For more information, please visit www.hexagonpurus.com and follow @HexagonPurus
on LinkedIn and Twitter.
Advisors
Carnegie AS and Skandinaviska Enskilda Banken AB (publ), Oslofilialen as Joint
Global Coordinators and Joint Bookrunners in the Private Placement, and
Sparebank 1 Markets as Joint Bookrunner. Advokatfirmaet Schjødt AS is acting as
the Company's legal advisor.
For more information, please contact:
Morten Holum, CEO, Hexagon Purus
Telephone: +47 995 09 930 | morten.holum@hexagonpurus.com
(mailto:morten.holum@hexagonpurus.com)
Dilip Warrier, CFO, Hexagon Purus
Telephone: +1 949-236-5528 | dilip.warrier@hexagonpurus.com
(mailto:dilip.warrier@hexagonpurus.com)
Salman Alam, Vice President, Corporate Development, Hexagon Purus
Telephone: +47 476 12 713 | salman.alam@hexagonpurus.com
(mailto:salman.alam@hexagonpurus.com)
Mathias Meidell, IR Director, Hexagon Purus
Telephone: +47 909 82 242 | mathias.meidell@hexagonpurus.com
(mailto:mathias.meidell@hexagonpurus.com)
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation. This stock exchange announcement was published by Dilip
Warrier, CFO at Hexagon Purus ASA, on 15 February 2022 at 16:30 CET.
Important information:
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan Hong Kong or the United
States (including its territories and possessions, any state of the United
States and the District of Columbia). This release is an announcement issued
pursuant to legal information obligations and is subject to the disclosure
requirements of section 5-12 of the Norwegian Securities Trading Act. It is
issued for information purposes only and does not constitute or form part of any
offer or solicitation to purchase or subscribe for securities, in the United
States or in any other jurisdiction. The securities mentioned herein have not
been, and will not be, registered under the United States Securities Act of
1933, as amended (the "US Securities Act"). The securities may not be offered or
sold in the United States except pursuant to an exemption from the registration
requirements of the US Securities Act. The Company does not intend to register
any portion of any offering of the securities in the United States or to conduct
a public offering of the securities in the United States. Copies of this
announcement are not being made and may not be distributed or sent into
Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume any responsibility in the event there is a
violation by any person of such restrictions. The distribution of this release
may in certain jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
The Managers are acting for the Company and no one else in connection with the
Listing and potential Private Placement in Purus, and will not be responsible to
anyone other than the Company providing the protections afforded to their
respective clients or for providing advice in relation to the Listing and
Private Placement and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in
connection with this release may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they reflect the Company's current expectations and assumptions as to future
events and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.
?This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act