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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
7 May 2026 - Oslo, Norway: Hexagon Composites ASA (“Hexagon” or the “Company”)
has retained Danske Bank A/S NUF, DNB Carnegie, a part of DNB Bank ASA and
Skandinaviska Enskilda Banken AB (publ) as joint bookrunners (the “Managers”) to
advise on and effect a private placement (the “Private Placement”) to raise
gross proceeds of up to NOK 550 million in new ordinary shares in the Company
(the “Offer Shares”). 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 of the Private Placement will be used for (i) proactively
strengthening the balance sheet - including partial repayment of the term loan
and settlement of the existing cross currency swap, and (ii) general corporate
purposes.
Subject to completion, the combined effect of the amended bank agreement and the
Private Placement is expected to improve the Company’s financial flexibility,
restore covenant headroom and enhance its capacity to support working capital
requirements and operational execution. Together with implemented cost
reductions and organizational resizing, these measures position the Company to
capture profitable growth during market recovery.
Trading update
The Company reported revenue of NOK 669 million and EBITDA of NOK 57 million in
Q1 2026, corresponding to an EBITDA margin of 8.5%. The margin improvement
compared with both Q1 2025 and Q4 2025 was driven by a favourable product mix
and lower operating costs. Please see further details in the separate Q1 2026
trading update release.
Amended bank agreement
The Company has agreed on key terms with its lenders to amend existing bank
facilities. This includes extending debt maturity to Q2 2029 and securing a
covenant waiver on the leverage ratio (NIBD/EBITDA) through Q3 2027, with
reinstatement at 4.0x in Q4 2027, progressively stepping down to 2.5x in Q3
2028. Post-transaction, the Company is expected to have pro-forma Q1 2026 NIBD
of approximately NOK 740 million and available liquidity of approximately NOK
600 million. The agreed terms are reflected in a term sheet approved by the
credit committees at the respective banks and remain subject to final
documentation and new equity.
The Private Placement
Members of the Executive Management have pre-committed to subscribe for and will
be allocated Offer Shares for the following amounts:
· Philipp Schramm (CEO): NOK 2,000,000
· Eirik Løhre (CFO): NOK 750,000
· Eric Bippus (CCO): NOK 500,000
· Brad Garner (CTO): NOK 250,000
· Ashley Remillard (General Counsel): NOK 100,000
Additionally, the following members of the Board of Directors have pre-committed
to subscribe for and will be allocated Offer Shares for the following amounts:
· Harald Arnet: NOK 1,000,000
· Mimi Berdal: NOK 300,000
The Chairman of the Board, Knut Flakk, has committed to vote in favour of the
Private Placement for his associated companies Flakk Composites AS and KTF
Finans AS (together controlling approx. 20 million shares or 8% of the Company)
at the AGM, and has entered a 180 days lock-up agreement in connection with the
Transaction.
The bookbuilding period in the Private Placement will commence today, on 7 May
2026 at 16:30 CEST and close on 8 May 2026 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 will 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 Offer Shares.
The Private Placement is expected to be settled on a delivery-vs-payment basis
(DVP) after the Company’s annual general meeting (the “AGM”), which is expected
to be held on or about 4 June 2026, subject to a pre-funding agreement to be
entered into between the Company and the Managers. The Offer Shares allocated in
the Private Placement are expected to be tradeable on T+1 upon the latter of the
registration of the share capital increase in the Norwegian Register of Business
Enterprises (“NRBE”) and the approval of a listing prospectus, which is expected
on or around 5 June 2026. Settlement is expected to take place on or around 8
June 2026. Listing of the Offer Shares is conditional on the approval of the
listing prospectus.
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 and the AGM resolving to issue the Offer Shares, (ii) the allocated
Offer Shares having been fully paid, and (iii) 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, the Managers nor any of their respective 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 approval by the AGM to
authorize the Board to issue new shares for such purpose, 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, is expected to be
directed towards existing eligible shareholders in the Company as of 7 May 2026
(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 Board shall determine detailed eligibility and allocation criteria
to be included in a prospectus for the Subsequent Offering. The Company reserves
the right in its sole discretion to not conduct or to cancel the Subsequent
Offering. The subscription period for the Subsequent Offering, if any, will
commence at a time to be determined by the Board, following approval of the
prospectus.
The Private Placement represents a deviation from the shareholders’ pre-emptive
right to subscribe for and be allocated the Offer Shares. The Board has
considered the Private Placement structure in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, the Norwegian
Securities Trading Act, 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 the Board is of the view that the
Private Placement structure is in compliance with these requirements. The share
capital issuance will be carried out as a private placement which will allow for
the Company to raise new equity in a time and cost efficient manner. The
Subscription Price will be set on the basis of a publicly announced bookbuilding
process and thus reflecting market pricing of the shares. Further, the
Subsequent Offering, if implemented, will secure that eligible shareholders will
receive the opportunity to subscribe for new shares at the same subscription
price as that applied in the Private Placement. Based on an overall assessment
where inter alia the above factors, alternative financing structures, the
Company’s financial position and current equity capital market conditions, the
Board has considered that an equity raise in the form of the Private Placement
will be in the common interest of the Company and its shareholders.
Danske Bank A/S NUF, DNB Carnegie, a part of DNB Bank ASA and Skandinaviska
Enskilda Banken AB (publ) act as joint bookrunners in the Private Placement.
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
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
Eirik Løhre, CFO, Hexagon Composites
Telephone: +47 909 95 820 | eirik.lohre@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).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are “qualified investors” as defined in paragraph 15
of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024,
and who 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 “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
