NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA OR JAPAN OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE A PUBLIC OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
27 February 2025: Yesterday, Mitsui & Co., Ltd. (“Mitsui” and the “Vendor”) successfully sold 12,604,225 shares in Hexagon Composites ASA (the “Company”), representing 6.0% of the share capital and voting rights in the Company, at a price of NOK 25 per share for a total transaction size of approximately NOK 315 million (the “Placing”).
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The sale of shares is part of Mitsui’s long-term strategy to better balance their exposure between Hexagon Composites ASA and Hexagon Purus ASA. A share sale was planned to be concluded before the end of March, which marks the end of Mitsui’s fiscal year. Mitsui will continue to be a strategic partner of both Hexagon Composites ASA and Hexagon Purus ASA to maximize synergies with them. Mitsui does not have any immediate plans to sell more shares in the near future and has committed to a 180-day lock-up period with the Managers (as defined below) for the remaining shares held in the Company, subject to certain customary exemptions.
Following completion of the Placing, Mitsui holds 33,229,096 shares in the Company, representing approximately 15.8% of the outstanding share capital and voting rights in the Company. Mitsui has consequently fallen below the 20% reportable threshold of the share capital and voting rights in the Company.
Knut Flakk (founder of Hexagon Composites and Chairman of the Board of the Company) was offered to sell shares in connection with the Placing, but decided not to participate. He has committed to a lock-up with the Managers until 31 March 2025 for all shares held directly or indirectly in the Company, subject to certain customary exemptions.
Carnegie AS and DNB Markets, a part of DNB Bank ASA (jointly, the “Managers”), acted as joint bookrunners in connection with the Placing.
This disclosure is made pursuant to section 4-2 of the Norwegian Securities Trading.
Important notices:
This announcement is not and does not form a part of a prospectus or any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. The distribution of this announcement and other information may be restricted by law in the United States of America, Australia, Canada, Japan, Hong Kong, South Africa or 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. Accordingly, this announcement is not for public release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), except to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). 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 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 amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, and which forms part of UK 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”), (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 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.
Neither the Vendor, the Managers nor any of their respective directors, officers, employees, advisers or agents accept 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 release (or whether any information has been omitted from the release) or any other information relating to the Company, 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 release or its contents or otherwise arising in connection therewith.
The Managers are acting on behalf of the Vendor and no one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to clients of the Managers or for providing advice in relation to the Placing.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgement. 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.
Kilde
