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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
16 September 2025 - Oslo, Norway: Hexagon Composites ASA (“Hexagon” or the
“Company”) has retained DNB Carnegie, a part of DNB Bank ASA, Skandinaviska
Enskilda Banken AB (publ) and Danske Bank A/S NUF as joint bookrunners (the
“Managers”) to advise on and effect a private placement of up to 42,014,083 new
ordinary shares in the Company (the “Offer Shares”, 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 Managers.
The net proceeds 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.
Trading update
For July and August, the Company recorded a negative EBITDA in the range of NOK
25-30 million, driven by low volumes in Fuel Systems linked to truck market
weakness and Mobile Pipeline tied to reduced North American oil and gas
activity, while Aftermarket (incl. Digital Wave) delivered positive EBITDA
contribution.
Bank update
The Company has received a covenant exemption, through and including Q2 2026.
From Q3 2026 the EBITDA covenant will be 4.2x and it will progressively drop to
3x from Q1 2027. This caters for the current impacts to LTM EBITDA given the
temporary downturn in activity while allowing for an expected market recovery.
In addition, as part of cost savings, the Company will reduce the total facility
debt ceiling from NOK 2.2bn to NOK 2.0bn. The amendments are subject to final
documentation and approvals.
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 bookbuilding period in the Private Placement will commence today, on 16
September 2025 at 16:30 CEST and close on 17 September 2025 at 08:00 CEST. The
Company and the Managers may, however, at their sole discretion extend or
shorten the bookbuilding period, or 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 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 Managers.
Allocation may be based on criteria such as perceived investor quality, existing
ownership in the Company, price leadership, timeliness of the application, early
indication, relative order size, sector knowledge, investment history, and
investment horizon. There is no guarantee that any potential investor will be
allocated shares.
The Offer Shares is expected to be settled with new shares in the Company to be
issued under the existing 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 is expected to be
facilitated by a pre-funding agreement expected to be entered into between the
Company and the Managers (the “Pre-funding Agreement”).
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). Settlement is expected to take place on or about
19 September 2025 (T+2) on a DVP basis.
The completion of the Private Placement by allocation and delivery of Offer
Shares to investors is subject to (i) all necessary corporate resolutions
required to implement the Private Placement being validly made by the Company,
including without limitation, the Board resolving to complete the Private
Placement, at its sole discretion, including its resolution to issue the Offer
Shares pursuant to the Board Authorisation, and (ii) the share capital increase
pertaining to the issuance of the Offer Shares being registered with the NRBE.
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 Managers or any of their directors, officers,
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.
Subject to, among other things, completion of the Private Placement, publication
of a prospectus and prevailing market price of the Company’s shares being higher
than the Offer Price as determined by the Board, and potentially also approval
by an extraordinary general meeting of the Company (if required), the Board will
consider whether it is appropriate to carry out a subsequent offering (the
“Subsequent Offering”) at the Offer Price. Any such Subsequent Offering, if
applicable, and subject to applicable securities laws, shall be directed towards
existing eligible shareholders in the Company 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 Company reserves the right in its sole discretion to not conduct or
to cancel the Subsequent Offering.
DNB Carnegie, a part of DNB Bank ASA, Skandinaviska Enskilda Banken AB (publ)
and Danske Bank A/S NUF act as joint bookrunners 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.
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 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
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 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
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 should come are required to inform themselves about and
to observe any such restrictions.
Kilde
