NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Flakk Composites AS and Flakk Gruppen AS (together the “Sellers”), have retained DNB Markets, a part of DNB Bank ASA as Sole Bookrunner (the “Manager”) to explore a potential block sale of existing shares in Hexagon Composites ASA (the “Company”) through a private placement (the “Offering”).
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The Sellers are contemplating selling up to approximately 5,000,000 shares in the Company (up to 4,486,783 shares sold by Flakk Composites AS and up to 513,217 shares sold by Flakk Gruppen AS), equivalent to approximately 2.48% of the Company’s outstanding shares. The price in the Offering will be set through an accelerated bookbuilding process and will be denominated in NOK. The Sellers reserve the right, at their sole discretion, to decide the number of shares to be sold, or to sell no shares at all in the Offering.
The bookbuilding period in the Offering will commence today, 27 September 2023 at 16:30 CEST and will close on 28 September 2023 at 08:00 CEST. The Sellers, in consultation with the Manager, reserve the right to close the bookbuilding period at any time at their sole discretion, at short notice. The Offering is expected to be priced and allocated before 08:00 CEST on 28 September 2023 (T). The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP, T+2).
Flakk Composites AS currently owns 20,000,000 shares in the Company, representing approximately 9.92% of the number of outstanding shares in the Company, and will following the Transaction hold 15,513,217 shares assuming all shares are sold as part of the Transaction, representing 7.69% of the number of shares outstanding in the Company. Flakk Composites AS is partially owned and controlled by Knut Flakk, founder and Chairman of the Board in the Company.
Flakk Gruppen AS currently owns 2,203,721 shares in the Company, representing approximately 1.09% of the number of outstanding shares in the Company, and will following the Transaction hold 1,690,504 shares assuming all shares are sold as part of the Transaction, representing 0.84% of the number of shares outstanding in the Company. Flakk Composites partially owned and controlled by Knut Flakk, founder and Chairman of the Board in the Company.
Knut Flakk and related parties hold an additional 5,631,248 shares in the Company, representing approximately 2.79% of the number of shares outstanding in the Company.
The minimum order and allocation in the Offering have been set to the NOK equivalent of EUR 100,000. The Manager may, however, offer and allocate an amount below the NOK equivalent of EUR 100,000 in the Offering to the extent exemptions from prospectus requirements, in accordance with Regulation (EU) 2017/1129, are available.
For more information about the Offering please contact the Manager:
DNB Markets, a part of DNB Bank ASA:
+47 24 16 90 20
This information is considered to include inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Important Notices:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities 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.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are “qualified investors” within the meaning of the Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and that 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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 “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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 Sellers believe 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 their control.
By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Sellers do not have any intention or obligation to publicly update or revise any forward-looking statements after they distributes this announcement, whether to reflect any future events or circumstances or otherwise.
In connection with the sale of the shares, the Manager and any of their affiliates may take up a portion of the shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in this announcement to the shares being sold, 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, the Manager and any of their affiliates acting in such capacity. In addition the Manager and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Manager and its affiliates may from time to time acquire, hold or dispose of Shares. The Managers 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.
A communication that a transaction is or that the book is “covered” (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by Manager. The Manager reserves the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the seller, MiFID II requirements and in accordance with allocation policies.
Neither the Manager nor any of its or its affiliates’ directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Sellers, the Company, their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
The Manager is acting on behalf of the Sellers and no one else in connection with any offering of the Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the shares.
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 in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Kilde
