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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Hexagon Purus ASA (“Hexagon Purus” or the “Company”) has retained ABG Sundal
Collier ASA as Global Coordinator and Joint Bookrunner, and Arctic Securities AS
and Danske Bank, Norwegian Branch as Joint Bookrunners (together, the
“Managers”) to advise on and effect a private placement of new ordinary shares
in the Company (the “Offer Shares”) to raise gross proceeds of approximately NOK
1,000 million (the “Private Placement”). The offer price per Offer Share in the
Private Placement (the “Offer Price”) and the final number of Offer Shares to be
issued 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 from the Private Placement will be used to finance the
Company’s business plan and are intended to fully fund the company well past the
point of cash flow break-even. With the multi-year capacity expansion program
close to completion, the Company now has sufficient capacity to cover the
expected growth over the next few years. The Company’s focus for the coming
years will be to optimize the utilization of existing capacity, drive
operational improvements and profitability, and minimize further capital spend.
The following investors (the “Pre-committing Investors”) have undertaken to
apply for and will be allocated Offer Shares in the following approximate
amounts:
- Hexagon Composites ASA: NOK 383 million
- Mitsui & Co., Ltd.: NOK 250 million
The following members of the executive management team will subscribe for Offer
Shares in the Private Placement in the following amounts:
- Morten Holum, CEO: NOK 500,000
- Salman Alam, CFO: NOK 500,000
- Michael Kleschinski, EVP Hydrogen Mobility & Infrastructure: NOK 300,000
- Todd Sloan, EVP Battery Systems & Vehicle Integration: NOK 300,000
- Anne Lise Hjelseth, EVP People & Culture: NOK 300,000
- Heiko Chudzick, EVP Operations: NOK 200,000
In order to facilitate preparations for the listing of the Offer Shares in
Tranche 2 (as defined below) and a potential Subsequent Offering (as defined
below), the Board of Hexagon Purus has decided to move the reporting date for
the Company’s Q3 2024 quarterly report to 28 November 2024. In the absence of Q3
2024 reporting in the near term, Hexagon Purus has decided to provide the below
preliminary, estimated and unaudited figures for Q3 2024. The figures reflect
estimates as of the date hereof and may be subject to change:
- Q3 2024 revenue of approximately NOK 544 million. In the quarter, revenue
from the Hydrogen Infrastructure & Mobility (HMI) segment amounted to
approximately NOK 514 million, while revenue from the Battery Systems &
Vehicle Integration (BVI) segment amounted to approximately NOK 29 million
- Q3 2024 EBITDA of approximately NOK -51 million. In the quarter, EBITDA in
the HMI segment amounted to approximately NOK 11 million, while EBITDA in
the BVI segment amounted to approximately NOK -21 million
- Q3 2024 cash flow from operations of approximately NOK -115 million
- Ending Q3 2024 cash balance of approximately NOK 269 million
- Ending Q3 2024 firm order backlog of approximately NOK 913 million
The preliminary, estimated and unaudited figures for Q3 2024 stated above
includes the effect of the reimbursement payment from Daimler Truck North
America as mentioned in the stock exchange release issued by the Company on 4
October 2024. The Company maintains its financial guidance for 2024 and still
expects revenue growth of at least 50% year-over-year for 2024, and a
significant year-over-year
improvement in the Company’s EBITDA margin. For 2025, based on preliminary
estimates, the Company expects revenue growth of at least 50% year-over-year and
continued significant improvement in EBITDA margin. The Company expects to reach
EBITDA break-even and be cash flow positive during 2026.
The bookbuilding period in the Private Placement will commence today, 30 October
2024 at 16:30 CET and close on 31 October 2024 at 08:00 CET. The Managers and
the Company 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 Offer Shares will be allocated in two tranches as follows: (i) one tranche
with up to 55,541,400 Offer Shares (“Tranche 1”), to be issued pursuant to the
board authorization granted by the annual general meeting of the Company held on
16 April 2024 (the “Board Authorization”) and limited to 20% of the outstanding
shares in the Company that can be listed without issuance of a listing
prospectus; and (ii) a second tranche with a number of Offer Shares which
results in a total transaction (i.e. both tranches) equal to the final offer
size (“Tranche 2”). The issuance of Offer Shares in Tranche 2 will be subject to
approval by an extraordinary general meeting of the Company expected to be held
on or about 22 November 2024 (the “EGM”). The Pre-committing Investors will
receive all or a substantial proportion of their allocation in Tranche 2 which
will be conditional upon approval by the EGM.
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 U.S. Securities
Act of 1933 (the “U.S. Securities Act”) and (ii) in the United States to
“qualified institutional buyers” (QIBs) as defined in Rule 144A under the U.S.
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 U.S. 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 pursuant to
applicable regulations, including Regulation (EU) 2017/1129 on prospectuses for
securities as well as the UK European Union (Withdrawal) Act 2018, 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
and based on allocation criteria included in the transaction documentation.
Offer Shares allocated in Tranche 1 are expected to be settled on or around 4
November 2024 through a delivery versus payment (DVP) transaction on a regular
T+2 basis by delivery of new shares issued pursuant to the Board Authorization.
Offer Shares allocated in Tranche 1 will be tradable after share capital
registration with the Norwegian Register of Business Enterprises, expected
shortly after allocation, on or about 1 November 2024 (T+1). The Offer Shares in
Tranche 1 are expected to be pre-paid by the Managers pursuant to a pre-payment
agreement (the “Pre-Payment Agreement”) expected to be entered into between the
Company and the Managers, in order to facilitate prompt registration of the
share capital increase pertaining to the issue of the Offer Shares in Tranche 1
with the Norwegian Register of Business Enterprises and DVP settlement.
Offer Shares allocated in Tranche 2 are expected to be settled on or around 27
November 2024, subject to due payment having been received and the conditions
for completion of Tranche 2 having been met, including Tranche 2 having been
approved by the EGM.
Completion of the Private Placement is subject to (i) the Board of the Company
resolving to consummate the Private Placement and allocate the Offer Shares, and
the other corporate resolutions of the Company required to implement the Private
Placement, including issue of the Offer Shares, being validly made (i.e.
completion of Tranche 1 is subject to a resolution by the Board to issue the
Offer Shares in Tranche 1 pursuant to the Board Authorization, and completion of
Tranche 2 is subject to a resolution by the EGM to issue the Offer Shares in
Tranche 2), (ii) the Pre-Payment Agreement being entered into and remaining in
full force and effect; and (iii) the share capital increases pertaining to the
issuance of the allocated Offer Shares being validly registered with the
Norwegian Register of Business Enterprises and the allocated Offer Shares being
validly issued and registered in the Norwegian Central Securities Depository -
Euronext Securities Oslo (VPS). The Private Placement as a whole (including
Tranche 1), or only Tranche 2, may be cancelled if the relevant conditions are
not fulfilled and may be cancelled by the Company in its sole discretion for any
other reason.
The Board has considered the structure of the contemplated capital raise and the
allocation to the Pre-Committing Investors in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, the Norwegian
Securities Trading Act and 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 is of the opinion that the
proposed Private Placement is in compliance with these requirements. By
structuring the transaction as a private placement, the Company will be in a
position to meet its requirements to raise capital in an efficient manner, and
with a lower discount to the current trading price and with significantly lower
completion risks compared to a rights issue. On this basis and based on an
assessment of the current equity markets, the Board has considered the Private
Placement to be in the common interest of the Company and its shareholders. As a
consequence of the private placement structure, the shareholders’ preferential
rights to subscribe for the Offer Shares will be deviated from.
Subject to, inter alia, completion of the Private Placement, relevant corporate
resolutions, including approval by the Board, prevailing market price of the
Company’s shares and approval of a prospectus, the Board may consider carrying
out a subsequent offering (the “Subsequent Offering”) of new shares at the same
subscription price as the Private Placement and otherwise in line with market
practice. Shareholders who were allocated shares in the Private Placement will
not be eligible to participate in the Subsequent Offering. Further information
on any Subsequent Offering will be given in a separate stock exchange release
when available. Notwithstanding the above, the Company reserves the right in its
sole discretion to not conduct or to cancel the Subsequent Offering.
ABG Sundal Collier ASA is acting as Global Coordinator and Joint Bookrunner, and
Arctic Securities AS and Danske Bank, Norwegian Branch as Joint Bookrunners in
the Private Placement. Advokatfirmaet Schjødt AS is acting as legal advisor to
the Company.
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
Mathias Meidell, Director, Investor Relations of Hexagon Purus ASA, on 30
October 2024 at 16:30 (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, Investor Relations Director, Hexagon Purus
Telephone: +47?909 82 242 | mathias.meidell@hexagonpurus.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.
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
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 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 Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.
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.
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.
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act
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