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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
20 August 2024 - Oslo, Norway: Hexagon Composites ASA (“Hexagon” or the
“Company”) has retained DNB Markets, a part of DNB Bank ASA as sole bookrunner
(the “Manager”) to advise on and effect a private placement of new ordinary
shares in the Company (the “Offer Shares”) to raise gross proceeds of NOK 300
million (the “Private Placement”). The subscription price per Offer Share in the
Private Placement (the “Subscription Price”) will be determined by the Company’s
Board of Directors (the “Board”) on the basis of an accelerated book-building
process conducted by the Manager.
The net proceeds from the Private Placement will be used to (i) secure
flexibility to execute specific near-term synergetic acquisition opportunities,
(ii) increase working capital to support the planned strong growth in Hexagon
Agility, (iii) maintain ability to support Hexagon Purus, (iv) keep long-term
net interest-bearing debt below 3x LTM EBITDA “steady state” as previously
communicated, and (v) for general corporate purposes.
The bookbuilding period in the Private Placement will commence today, 20 August
2024 at 16:30 CEST and close on 21 August 2024 at 08:00 CEST. The Manager and
the Company may, however, at their sole discretion extend or shorten the
bookbuilding period, or to cancel the Private Placement in its entirety, at any
time and for any reason and on short or without notice. If the bookbuilding
period is extended or shortened, the other dates referred to herein might be
changed accordingly.
The Private Placement is directed towards investors subject to applicable
exemptions from relevant registration, filing and prospectus requirements, (i)
outside the United States in reliance on Regulation S under the US Securities
Act of 1933 (the “US Securities Act”) and (ii) in the United States to
“qualified institutional buyers” (QIBs) as defined in Rule 144A under the US
Securities Act as well as to major U.S. institutional investors under SEC Rule
15a-6 to the United States Exchange Act of 1934, pursuant to an exemption from
the registration requirements under the US Securities Act. Applicable selling
restrictions will apply. The minimum application amount has been set to the NOK
equivalent of EUR 100,000. However, the Board may, at its sole discretion,
allocate Offer Shares to applicants for an amount below EUR 100,000 to the
extent applicable exemptions from the prospectus requirement pursuant to
applicable regulations, including Regulation (EU) 2017/1129 on prospectuses for
securities as well as the UK European Union (Withdrawal) Act 2018, are
available.
Allocation of Offer Shares will be made after the expiry of the bookbuilding
period, at the sole discretion of the Board, in consultation with the Manager.
Allocation may be based on criteria such as (but not limited to), current
ownership in the Company, timeliness of the application, price leadership,
relative order size, sector knowledge, investment history, perceived investor
quality and investment horizon. There is no guarantee that any potential
investor will be allocated shares.
Allocated shares are expected to be settled on or around 23 August 2024 through
a delivery versus payment transaction on a regular T+2 basis by delivery of
existing and unencumbered shares in the Company that are already listed on
Euronext Oslo Børs facilitated through to a share lending agreement entered into
between Flakk Composites AS, the Company and the Manager (the “Share Lending
Agreement”). Offer Shares allocated in the Private Placement will be tradable
upon allocation. The share loan will be settled with new shares in the Company
which will be resolved issued by the Board pursuant to an authorization to
increase the Company’s share capital granted by the annual general meeting on 17
April 2024 (the “Authorization”).
Completion of the Private Placement is subject to (i) all necessary corporate
resolutions being validly made by the Company, including the Board resolving to
proceed with the Private Placement and to allocate and issue the Offer Shares
pursuant to the Authorization, and (ii) the Share Lending Agreement remaining
unmodified and in full force and effect. 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 notification of allocation. Neither the Company nor the
Manager or any of their directors, officer, employees, representatives, or
advisors will be liable for any losses if the Private Placement is cancelled or
modified, irrespective of the reason for such cancellation or modification.
The Board has considered the structure of the contemplated capital raise in
light of 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 proposed Private Placement is in
compliance with these requirements. By structuring the transaction as a private
placement, the Company will be in a position 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. In addition,
the Private Placement is subject to marketing through a publicly announced
bookbuilding process and a market-based offer price should therefore be
achieved. Furthermore, the number of Offer Shares expected to be issued in
connection with the contemplated Private Placement implies that the dilution of
existing shareholders will be limited. 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. As a consequence
of the private placement structure, the shareholders’ preferential rights to
subscribe for the Offer Shares will be deviated from.
DNB Markets, a part of DNB Bank ASA acts as sole bookrunner in the Private
Placement. Advokatfirmaet Schjødt AS is acting 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
Ingrid Aarsnes, VP ESG & Corporate Compliance, Hexagon Composites ASA, on the
date and time provided.
ENDS
For additional information, please contact:
David Bandele, CFO, Hexagon Composites ASA
Telephone +47 920 91 483 I david.bandele@hexagongroup.com
About Hexagon Composites ASA
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 www.hexagongroup.com and follow @HexagonASA on X and LinkedIn.
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
Manager is 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
Manager nor any of its affiliates 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. 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 Manager
nor any of its affiliates accepts 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 Manager
nor any of its 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 should come are required to inform themselves about and
to observe any such restrictions.
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