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OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 22 June 2026: Reference is made to the stock exchange notice published
today by HydrogenPro ASA (“HydrogenPro” or the “Company”). The Company is
pleased to announce that it has secured approx. NOK 15 million in new equity
through a private placement of 30,000,000 new shares (the “Offer Shares”) (the
“Private Placement”) towards certain new investors and an existing
shareholder. The Offer Shares have today been resolved allocated and issued by
the Company’s board of directors (the “Board”) pursuant to the board
authorisation granted by the extraordinary general meeting on 3 June 2026 (the
“Board Authorisation”), at a subscription price per share of NOK 0.50 per
share (compared to NOK 2.11 per share as of close on 19 June 2026).
The net proceeds to the Company from the Private Placement will be used to
improve the Company’s liquidity position for the near to medium term, and for
general corporate purposes.
Settlement
The Offer Shares will be settled towards the subscribers as follows:
- The 30,000,000 Offer Shares in the Private Placement will be settled on a
delivery versus payment (“DvP”) basis on or about 24 June 2026, facilitated
through (i) a pre-payment agreement entered into between the Manager (as
defined below) and the Company (the “Pre-Payment Agreement”) pursuant to
which 14,005,964 new shares will be delivered as tradeable shares, subject
to the share capital increase being validly registered with the Norwegian
Register of Business Enterprises (the “NRBE”), and (ii) a share lending
agreement between Andritz AG (the “Share Lender”), the Company and the
Manager (in its capacity as manager and settlement agent) pursuant to which
the Share Lender has made available up to 15,994,036 existing and
unencumbered shares for settlement of Offer Shares with investors (the
“Share Lending Agreement”).
Pursuant to the Pre-Payment Agreement, the Manager has agreed that the
pre-payment amount shall extend to all new shares in the Private Placement to,
inter alia, ensure that the 15,994,036 existing shares borrowed from the Share
Lender for DvP in the Private Placement are redelivered to the Share Lender as
soon as practicably possible after completion of the Private Placement.
The 15,994,036 shares to be re-delivered to the Share Lender will be subject
to an EEA listing prospectus having been approved by the Norwegian Financial
Supervisory Authority and published before such shares can be traded on
Euronext Oslo Børs (the “Prospectus”).
Conditions for completion
The completion of the Private Placement is conditional upon (i) the Share
Lending Agreement and the Pre-Payment Agreement being unmodified and in full
force, and (ii) the share capital increase pertaining to the issuance of the
Offer Shares being validly registered with the NRBE. The Company reserves the
right, in its sole discretion, to cancel the Private Placement if the relevant
conditions are not fulfilled.
Share capital after the Private Placement
Following registration of the new share capital pertaining to the issuance of
the Offer Shares in the Private Placement, the Company will have a share
capital of NOK 2,510,497.78 divided into 125,524,889 shares, each with a par
value of NOK 0.02.
Disclosure of large shareholdings
Due to the share loan under the Share Lending Agreement, ANDRITZ will
temporarily reduce its shareholding to 0 shares, equivalent to approximately
0% of the issued shares and votes in the Company.
Following registration of the share capital increase pertaining to the new
shares issued in the Private Placement and the redelivery of the borrowed
shares to ANDRITZ, ANDRITZ will own 15,994,036 shares, representing approx.
12.74% of the issued shares and votes in the Company.
Equal treatment considerations
The Private Placement has been considered by the Board in light of the equal
treatment obligations under the STA section 5-14, section 2.1 of the Oslo Rule
Book II, and Oslo Børs’ Circular no. 2/2014, and the Board is of the opinion
that it is in compliance with these requirements and guidelines. The issuance
of the Offer Shares has been carried out as a private placement to address the
Company’s near-term liquidity requirements. The Company’s available cash
resources have declined in recent periods, and the Board has assessed that the
Company requires additional equity capital to sustain its operations (see note
10 in the interim financial statements for Q1 2026). The proceeds from the
Private Placement will be used to improve the Company’s liquidity position for
the near to medium term. The Board has closely monitored the Company’s
financial development over time and considered alternative financing
structures, and has concluded that the Private Placement represents the most
viable path forward, pending revenue generating contracts, given that failure
to secure adequate funding in the near term could ultimately, in a worst-case
scenario, require the Company to consider a voluntary liquidation to the
detriment of the Company’s, existing creditors and shareholders’ interests.
Prior to launching the Private Placement, the Manager has conducted a
pre-sounding of selected existing and new investors, and the Offer Price has
been determined after such pre-sounding, ensuring a market-based Offer Price.
By structuring the equity raise as a private placement carried out in full
pursuant to the Board Authorisation, the Company has been able to efficiently
raise capital in a timely manner compared to a rights issue. In order to limit
the dilutive effect of the Private Placement and to facilitate equal
treatment, the Board will consider proposing to carry out the Subsequent
Offering directed towards shareholders who were not offered to participate in
the Private Placement (see details below). On the basis of the above, and an
assessment of the current equity markets as advised by the Manager, the
Company’s need for funding, deal execution risk and lack of available
alternatives, the Board is of the opinion that the waiver of the preferential
rights inherent in the Private Placement is in the common interest of the
Company and its shareholders.
Potential Subsequent Offering
Subject to completion of the Private Placement and certain other conditions
(as described below), the Board has resolved to carry out a subsequent
offering of up to 12,762,444 new shares at the Offer Price (the “Subsequent
Offering”), which, if applicable and subject to applicable securities law,
will be directed towards existing eligible shareholders in the Company as of
19 June 2026 (as registered with the VPS two trading days thereafter, the
“Record Date”) 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 “Eligible
Shareholders”). The Eligible Shareholders will receive non-transferrable
subscription rights in the Subsequent Offering. Over-subscription with
subscription rights, as well as subscription without subscription rights, will
not be permitted in the Subsequent Offering.
Completion of the Subsequent Offering will be subject to (i) completion of the
Private Placement, (ii) a final resolution by the Board to carry out the
Subsequent Offering, (iii) prevailing market price of the Company’s shares,
including the trading price of the Company’s shares exceeding the Offer Price
and (iv) the approval and publication of an offering prospectus, which will be
issued as soon as practical following completion of the Private Placement. The
subscription period for the Subsequent Offering (if applicable) will commence
as soon as possible following the publication of a prospectus. The Company
reserves the right, in its sole discretion, to cancel the Subsequent Offering.
A separate stock exchange notice containing key information for the Subsequent
Offering will be published shortly after this announcement.
Advisors
The Company has appointed Clarksons Securities AS as global coordinator and
bookrunner in the Private Placement (together the “Manager”).
Wikborg Rein Advokatfirma AS acts as legal counsel to the Company.
About HydrogenPro
HydrogenPro is a technology company and an OEM for high pressure alkaline
electrolyser and supplies large scale green hydrogen plants, all ISO 9001, ISO
45001 and ISO 14001 certified. The Company was founded in 2013 by individuals
with background from the electrolysis industry which was established in
Telemark, Norway by Norsk Hydro in 1927. We are an experienced engineering
team of leading industry experts, drawing upon unparalleled experience and
expertise in the hydrogen and renewable energy industry.
Disclaimer and important information
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.
Actual events may differ significantly from any anticipated development due to
a number of factors, including without limitation, changes in investment
levels and need for the Company’s services, changes in the general economic,
political and market conditions in the markets in which the Company operate,
the Company’s ability to attract, retain and motivate qualified personnel,
changes in the Company’s ability to engage in commercially acceptable
acquisitions and strategic investments, and changes in laws and regulation and
the potential impact of legal proceedings and actions. 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.
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 in the Company.
Neither the Joint Bookrunners nor any of their respective affiliates accepts
any liability arising from the use of this announcement.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to the Norwegian Securities Trading Act supplementing laws and regulations.
This stock exchange announcement was published by Cheng Zeng, FP&A and
Investor Relations, at HydrogenPro ASA on 22 June 2026 at the time set out in
this notice on behalf of the Company.
About HydrogenPro:
HydrogenPro, established in 2013, specializes in pioneering green hydrogen
technology solutions through partnerships with global collaborators and
suppliers. Our flagship products are high-pressure alkaline electrolyzers,
incorporating some of the most advanced technology available. As an OEM, we
provide high-pressure alkaline electrolyzers and supply large-scale green
hydrogen plants, all certified to ISO 9001, ISO 45001, and ISO 14001
standards. Our experienced engineering team consists of leading industry
experts, drawing upon unparalleled knowledge and expertise in the hydrogen and
renewable energy sectors.
For more information, visit www.hydrogenpro.com
(https://protect.checkpoint.com/v2/r05/http://www.hydrogenpro.com.YXBzMTp0aGVybWF4OmM6bzo2NjBjMTA4Zjg4Zjk0N2QyYjE3OGYzNjczNGM0MWU2Yzo3OjNiN2E6MGVjNzcwMDdkY2RlZGU3MTEwNGNkZDMzY2FlZDM4MDI5OTllNjU4OWE1NTQzMTZkZTU4MThlNmE5MGZlYjdlYzpwOlQ6Rg)
This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR. The information was submitted for publication, through the
agency of the contact persons set out above, at 2026-06-22 09:02 CEST.
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