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Hexagon Purus ASA - Hexagon Purus launches convertible bond private placement of
up to approximately NOK 1,000 million, with pre-commitments of NOK 850 million
from strategic investors Mitsui, Hy24 and Hexagon Composites.
(Oslo, Norway, 20 December 2023) Hexagon Purus ASA (“Hexagon Purus” or the
“Company”), a world leading manufacturer of zero emission mobility and
infrastructure solutions, is today launching a contemplated private placement of
senior unsecured convertible bonds (the “Convertible Bonds”) raising gross
proceeds of up to NOK 999,950,000 (the “Convertible Bond Private Placement”).
The Convertible Bond Private Placement is supported by Mitsui & Co., Ltd.
(“Mitsui”), Hy24 through the Clean Hydrogen Equipment Fund (“Hy24”) and Hexagon
Composites ASA (“Hexagon Composites”) through pre-commitments and pre-
allocations for an aggregate of NOK 850 million.
- Proceeds will support Hexagon Purus’s growth strategy including its ongoing
global capacity expansion program for hydrogen infrastructure and mobility
and battery systems and vehicle integration solutions
- Existing strategic investors Mitsui and Hexagon Composites are joined by
Hy24, the world’s largest clean hydrogen pure-play investor
- The three investors bring access to knowledge and networks across the
hydrogen value chain
Mitsui has irrevocably committed to subscribe for, and will receive an
allocation of, NOK 500 million principal amount of Convertible Bonds as part of
its existing strategic alliance and non-binding memorandum of understanding
entered into in March 2023 with the Company (the “Mitsui MoU”). Mitsui is a key
strategic partner to Hexagon Purus through its hydrogen industry expertise and
network. The Mitsui MoU has a total monetary scope of up to NOK 2,000 million,
of which NOK 1,000 million in aggregate will have been committed after this
Convertible Bond Private Placement. The intention in the Mitsui MoU is that the
remaining NOK 1,000 million will, if committed, be provided as common equity.
Hy24 is the world’s first investment manager fully dedicated to scaling up the
clean hydrogen economy. Hy24 has irrevocably committed to subscribe for, and
will receive an allocation of, NOK 150 million in the Convertible Bond Private
Placement. Hy24 contemplates the possibility to participate as a common equity
anchor in subsequent financing rounds. On the back of Hy24’s investment and
dedication to value creation through its expertise in the clean hydrogen
industry, the Company intends to nominate a representative from Hy24 as a Board
Observer to the Hexagon Purus Board of Directors. Hy24 will contribute to
bolstering Hexagon Purus’s global scaling efforts by leveraging its financial
and industrial expertise, thus playing its role as a catalyst for the entire
clean hydrogen value chain.
Hexagon Composites, the Company’s largest shareholder, has irrevocably committed
to subscribe for, and will receive an allocation of, NOK 200 million in the
Convertible Bond Private Placement.
The net proceeds from the Convertible Bond Private Placement will be used to
support Hexagon Purus’ growth strategy, including its ongoing global capacity
expansion program and delivering on customer commitments on its path to reaching
its financial ambitions for 2025, which were set out at the Company’s Capital
Markets Day in 2022, and restated on 7 November 2023 during the Company’s
interim report for the third quarter of 2023.
Morten Holum, CEO of Hexagon Purus, comments: “We operate in an increasingly
supportive regulatory environment with large investments being made into
renewable energy generation and hydrogen to support the clean energy transition.
This investment ensures that we can continue to scale up our manufacturing
capacity to deliver on existing customer contracts for hydrogen infrastructure
and prepare for serial volume of zero emission mobility as demand increases. We
are pleased to have the continued investment from Mitsui and Hexagon Composites
and welcome Hy24 as a new strategic investor bringing valuable industry
expertise from the clean hydrogen industry. Of the numerous technology companies
in the hydrogen space, Hy24’s selection of us is clear recognition that Hexagon
Purus is the world-leading provider of zero emission mobility and hydrogen
infrastructure solutions.”
Hiroshi Kakiuchi, Managing Director, Chief Operating Officer of Performance
Materials Business Unit at Mitsui comments: “Mitsui views the progress of
Hexagon Purus very positively and sees clear market demand for the Company´s
hydrogen infrastructure solutions since the last capital raise in March.
Additionally, Hexagon Purus has successfully secured new orders in the mobility
sector, further showcasing its ability to address emerging needs in the future.
In Mitsui we recognize the Company’s role in facilitating the transition to a
zero-emission society, and have high confidence in Hexagon Purus’ robust
technology offering which can help turn the tide against climate change. We see
clear synergies between Hexagon Purus’ competitive zero-emission solutions and
our extensive global network. Mitsui is pleased to support Hexagon Purus’
strategic development through this investment, and we look forward to the
continued growth and contribution of Hexagon Purus in realizing a zero-emission
society.”
Guillaume Lesueur, Managing Director & Head of the Clean Hydrogen Equipment Fund
at Hy24, said: “This investment, the first by our Equipment Fund, reinforces
Hy24’s position as a strategic investor and a catalyst in fostering the clean
hydrogen economy. It bolsters the growth initiatives of Hexagon Purus, a global
leader in the midstream of the hydrogen sector, exemplifying our Fund’s
commitment to the mature and pivotal hydrogen technologies that are essential to
decarbonizing industry and mobility sectors.”
Jon Erik Engeset, CEO of Hexagon Composites, comments: “Hexagon Purus has
assumed market-leading positions in some of the strongest growing zero emission
mobility and infrastructure technology segments globally. We are highly
satisfied with the Company’s performance and growth to date. We intend to
continue working closely together with Hexagon Purus in areas of mutual interest
and benefit and as previously stated, retain a significant ownership stake.”
Trading update
Hexagon Purus continues to have a strong and diversified portfolio of long-term
agreements across several applications supporting the Company’s medium and long-
term targets and is progressing with its ongoing capacity expansion program. The
Company’s order backlog as of the end of November 2023 has increased to
approximately NOK 1.3 billion, whereof approximately NOK 1.1 billion is for
execution in 2024. For the full-year 2023, the Company is currently expecting
revenue growth of approximately 40% year-over-year, affected by a somewhat
delayed ramp-up of the new hydrogen cylinder production facility in Kassel.
Negative EBITDA for full-year 2023 is expected to widen by approximately 10%
compared to full-year 2022 EBITDA, but relative EBITDA margin for full-year
2023 is expected to significantly improve year-over-year.
Summary of key terms of the Convertible Bond Private Placement
Hexagon Purus is contemplating a Convertible Bond Private Placement convertible
into new shares of the Company (the “Conversion Shares”) for a nominal amount of
up to NOK 999,950,000. The Convertible Bonds are expected to mature in 5 years
from issuance (i.e. in 2029) and are expected to bear interest at a fixed rate
of 10%, payable semi-annually in kind (i.e. through the issuance of additional
Convertible Bonds). The conversion price is expected to be set at a 25% premium
to the volume-weighted average share price of the Company (the “VWAP”) on the
Oslo Stock Exchange of the 45 trading days up to and including today (the
“Conversion Price”). The settlement of the Convertible Bonds is expected to take
place on or around 1 February 2024 (the “Issue Date”) and is conditional on an
extraordinary general meeting (the “EGM”) of the Company expected to be held on
or about 11 January 2024 resolving to approve the issuance of the Convertible
Bonds. Mitsui and Hexagon Composites have committed to vote in favour of the
resolution at the EGM.
The subscribers of the Convertible Bonds will receive 270,000,000 non-
transferrable Warrants (the “Warrants”) and 14,000,000 non-transferrable
additional Warrants (the “Additional Warrants”). The Warrants and Additional
Warrants will be allocated pro-rata among the subscribers of the Convertible
Bonds based on their respective allocations. The issuance of the Warrants and
Additional Warrants is subject to approval by the EGM.
The Warrants provide rights to subscribe for, in any future equity financing
round, common shares in the Company at the price determined by the Company in
such equity financing, limited to the subscription amount for the Convertible
Bonds initially allocated to such warrant holder. The Additional Warrants
provide rights to subscribe, in any future equity financing round common shares
in the Company limited to 5% of the number of shares allocated to the warrant
holder in any such equity financing round, with an exercise price equal to the
par value of the Hexagon Purus share (currently NOK 0.1). All Warrants will
expire on the date falling five years after the date of the EGM.
The Company may redeem all, but not only some, of the outstanding Convertible
Bonds from and including the date falling 36 months after the Issue Date, at a
price equal to 112% of the nominal amount for each redeemed Convertible Bond
(provided that the daily VWAP on each of at least 30 consecutive trading days
ending not earlier than the trading day prior to the date of the Call Option
notice, has exceeded 300% of the Conversion Price).
The Convertible Bonds can be converted into new shares of the Company at any
time from the Issue Date until the date falling 5 years after the date of the
EGM at each convertible bondholder’s sole discretion.
The Convertible Bond Private Placement will be directed primarily towards
selected Norwegian and international existing shareholders and convertible bond
holders of the Company (a) outside the United States in reliance on Regulation S
under the U.S, Securities Act of 1933, as amended (the “U.S. Securities Act”)
and (b) to investors in the United States who are “qualified institutional
buyers” (“QIBs”) as defined in Rule 144A under the U.S. Securities Act, in each
case subject to an exemption being available from prospectus requirements and
any other filing or registration requirements in the applicable jurisdictions
and subject to other selling restrictions. The minimum application amount has
been set to NOK 5,000,000. The Company may, however, at its sole discretion,
allocate an amount below said threshold to the extent applicable exemptions from
the prospectus requirements pursuant to the Norwegian Securities Trading Act and
ancillary regulations are available. Investors with long investment horizon and
investors who have supported the company over time will be prioritized in the
allocation process. Further selling restrictions and transaction terms will
apply.
Mitsui has agreed to a 2-year lock-up on its Bonds (i.e. a transfer restriction,
not a conversion restriction). Furthermore, Mitsui has agreed to a 180-day lock-
up for shares received upon conversion prior to 3 years from the Issue Date of
the Bonds, and a 90-day lock-up for shares received upon conversion after 3
years from the Issue Date of the Bonds. Hexagon Composites has committed to a
lock-up of 90 days on its shares in Hexagon Purus. The Company has agreed to a
lock-up of 90 days, subject to customary exceptions.
Equal treatment of shareholders
The Company has carefully considered the issue of Convertible Bonds in light of
the equal treatment obligations under the Norwegian Public Limited Liability
Companies Act, the Norwegian Securities Trading Act, the rules on equal
treatment under Rule Book II for Oslo Børs and the Oslo Stock Exchange’s
Guidelines on the rule of equal treatment. The Company has evaluated various
forms of financing alternatives over a substantial period of time, with the
joint interests of the shareholder community in mind. It is of the opinion that
the deviation from the preferential rights inherent in carrying out the
Convertible Bond Private Placement in the manner proposed is firmly in the
common interest of the shareholders of the Company.
Advisors
ABG Sundal Collier ASA (“ABGSC”) and BNP PARIBAS (“BNP Paribas”) are acting as
joint global coordinators, joint bookrunners and financial advisors in the
Convertible Bond Private Placement (the “Joint Global Coordinators”). Please
note that BNP Paribas will not take part in any marketing activity with US
investors. Any such discussions as well as any placing in the US will be done
exclusively by ABGSC without any involvement or liability from BNP Paribas.
Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Global
Coordinators.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and was published by Eli Turander, Global Communication
Director, on 20 December 2023 at 16:31 (CET).
For further information:
Salman Alam, CFO, Hexagon Purus
Telephone: +47 476 12 713 | salman.alam@hexagonpurus.com
(mailto:salman.alam@hexagonpurus.com)
Mathias Meidell, Director Investor Relations, Hexagon Purus
Telephone: +47 909 82 242 | mathias.meidell@hexagonpurus.com
(mailto:mathias.meidell@hexagonpurus.com)
Eli Turander, Global Communication Director, Hexagon Purus
Telephone: +47 953 35 795 | eli.turander@hexagonpurus.com
(mailto:eli.turander@hexagonpurus.com)
Hy24: Elizabeth Adams, Senior Managing Director, FTI Consulting
hy24@fticonsulting.com
About Hexagon Purus
Hexagon Purus enables zero emission mobility for a cleaner energy future. The
company is a world leading provider of hydrogen Type 4 high-pressure cylinders
and systems, battery systems and vehicle integration solutions for fuel cell
electric and battery electric vehicles. Hexagon Purus’ products are used in a
variety of applications including light, medium and heavy-duty vehicles, buses,
ground storage, distribution, refueling, maritime, rail and aerospace.
Learn more at www.hexagonpurus.com and follow @HexagonPurus on X and LinkedIn.
About Mitsui & Co., Ltd.
Mitsui & Co., Ltd. (8031: JP) is a global trading and investment company with a
diversified business portfolio that spans 63 countries in Asia, Europe, North,
Central & South America, The Middle East, Africa and Oceania.
Mitsui has about 5,500 employees and deploys talent around the globe to
identify, develop, and grow businesses in collaboration with a global network of
trusted partners. Mitsui has built a strong and diverse core business portfolio
covering the Mineral and Metal Resources, Energy, Machinery and Infrastructure,
and Chemicals industries.
Leveraging its strengths, Mitsui has further diversified beyond its core profit
pillars to create multifaceted value in new areas, including innovative Energy
Solutions, Healthcare & Nutrition and through a strategic focus on high-growth
Asian markets. This strategy aims to derive growth opportunities by harnessing
some of the world’s main mega-trends: sustainability, health & wellness,
digitalization and the growing power of the consumer.
Mitsui has a long heritage in Asia, where it has established a diverse and
strategic portfolio of businesses and partners that gives it a strong
differentiating edge, provides exceptional access for all global partners to the
world’s fastest growing region and strengthens its international portfolio.
For more information on Mitsui & Co’s businesses visit, www.mitsui.com.
About Hy24
Hy24 is the world’s largest clean hydrogen alternative investment fund manager
which is fully dedicated to scaling up the global hydrogen economy. Hy24 is
investing in large-scale, strategic, clean hydrogen projects and technologies
that will unlock the sector’s full potential. Clean hydrogen will be critical in
meeting net zero targets along with renewables and electrification.
Created in 2021, Hy24 is a 50/50 joint venture between Ardian, a world leading
private investment house ($160bn of Assets Under Management), and FiveT
Hydrogen, a clean hydrogen investment platform launched by former hydrogen
executives. Alongside the Equipment Fund, Hy24 is currently deploying a EUR2
billion Clean Hydrogen Infrastructure Fund (Infra Fund) dedicated to the
infrastructure scale-up which attracted investments from over fifty leading
world-class industrial and institutional investors.
Hy24’s Funds are Article 9 compliant per Europe’s Sustainable Finance Disclosure
Regulation (SFDR). Hy24 is regulated by the Autorité des marchés financiers. The
fund manager is based in Paris and has team of over 30 collaborators and
partners in Zurich, Singapore, and New York.
Lean more on https://www.hy24partners.com/ and on LinkedIn
(Hy24 | LinkedIn).
About Hexagon Composites ASA
Hexagon Composites delivers safe and innovative solutions for a cleaner energy
future. Hexagon Composites solutions enable storage, transportation and
conversion to clean energy in a wide range of mobility, industrial and consumer
applications.
Learn more at www.hexagongroup.com and follow @HexagonASA on X and LinkedIn.
Important Notices
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
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. 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 U.S. Securities Act of 1933, as amended (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 their
securities in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to “qualified institutional buyers” as
defined in Rule 144A under the Securities Act.
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 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 (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 “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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 Company does not provide
any guarantees that the assumptions underlying the forward-looking statements in
this announcement are free from errors nor does it accept any responsibility for
the future accuracy of the opinions expressed in this announcement or any
obligation to update or revise the statements in this announcement to reflect
subsequent events. You should not place undue reliance on the forward-looking
statements in this document.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
None of the Joint Global Coordinators nor any of their respective affiliates
make any representation as to the accuracy or completeness of this announcement
and none of them accept 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 in the Company. Neither the Joint
Global Coordinators nor any of their respective affiliates accept any liability
arising from the use of this announcement.
Kilde