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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcement made by Hexagon Composites
ASA (the “Company”) on 8 June 2026 regarding commencement of the subscription
period for the subsequent offering (the “Subsequent Offering”) of up to
15,625,000 new shares in the Company (the “Offer Shares”) at a subscription
price of NOK 8.00 per share.
The subscription period for the Subsequent Offering expired on 19 June 2026 at
16:30 (CEST). At the expiry of the subscription period, the Company had received
valid subscriptions for a total of 12,691,260 Offer Shares.
The allocation of Offer Shares has been completed by the Board of Directors of
the Company in accordance with the allocation criteria set out in the prospectus
for the Subsequent Offering dated 5 June 2026. 9,086,310 Offer Shares were
allocated based on exercised subscription rights, and 3,604,950 Offer Shares
were allocated to subscribers who have exercised their subscription rights and
over-subscribed. In total 12,691,260 Offer Shares have as such been allocated to
subscribers in the Subsequent Offering. The allocated Offer Shares have been
resolved issued by the Board of Directors of the Company, based on the board
authorization to issue new shares in the Subsequent Offering granted by the
annual general meeting of the Company held on 4 June 2026.
Notifications regarding the allocation of Offer Shares and the corresponding
subscription amount to be paid by each subscriber are expected to be distributed
during the course of today, 22 June 2026. The due date for payment of the Offer
Shares is 24 June 2026 (the “Payment Date”). In order for payment to take place
on the Payment Date, subscribers must ensure that there are sufficient funds on
the bank account to be debited on 23 June 2026.
Subject to timely payment by the subscribers, the Company expects that the share
capital increase pertaining to the Subsequent Offering will be registered with
the Norwegian Register of Business Enterprises on or about 1 July 2026, and that
the Offer Shares will be delivered to the VPS accounts of the subscribers to
whom they are allocated, and become tradeable on Euronext Oslo Børs, on or about
the same date. The Offer Shares may not be transferred or traded before they
have been fully paid and the aforementioned share capital increase and the
issuance of the Offer Shares in the VPS have been completed.
Advisors
DNB Carnegie, a part of DNB Bank ASA, is acting as manager for the Subsequent
Offering (the “Manager”). Advokatfirmaet Schjødt AS is acting as legal counsel
to the Company.
For more information:
Berit-Cathrin Høyvik, Senior Director, Communications,Hexagon Composites
Telephone: +47 988 92 161 | berit-cathrin.hoyvik@hexagongroup.com
Eirik Løhre, CFO, Hexagon Composites
Telephone: +1 704 777 5171 (US Eastern time zone) | eirik.lohre@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 LinkedIn.
IMPORTANT INFORMATION
This announcement does not constitute or form a part of any offer of securities
for sale or a solicitation of an offer to purchase securities of the Company in
the United States or any other jurisdiction. The securities of the Company may
not be offered or sold in the United States absent registration or an exemption
from registration under the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration under the US Securities Act or an available
exemption from, or transaction not subject to, the registration requirements of
the US Securities Act. There will be no public offering of securities in the
United States. 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.
The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area nor elsewhere. With respect to any
Member State of the European Economic Area (each an “EEA Member State”), no
action has been undertaken or will be undertaken to make an offer to the public
of securities requiring publication of a prospectus in any EEA Member State. 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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression “EU
Prospectus Regulation” means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).
In the United Kingdom, these materials are only being communicated to (a)
persons who have professional experience, knowledge and expertise in matters
relating to investments and qualifying as “investment professionals” for the
purposes of article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (all such persons being referred to as
“relevant persons”) and (b) only in circumstances falling within the
circumstances set out in Part 1 of Schedule 1 to The Public Offers and
Admissions to Trading Regulations 2024. These materials are directed only at
relevant persons and must not be acted on or relied on by persons who are not
relevant persons.
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”, “intend”, “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 make 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 not a prospectus. 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. Each
of the Company, the Manager and their respective affiliates expressly disclaims
any obligation or undertaking to update, review or revise any statement
contained in this announcement whether as a result of new information, future
developments or otherwise.
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
