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OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 21 July 2026: Reference is made to the stock exchange notice made by
HydrogenPro ASA (“HydrogenPro” or the “Company”) on 13 July 2026 regarding the
commencement of the subscription period in the subsequent offering (the
“Subsequent Offering”) of up to 12,762,444 new shares in the Company (the
“Offer Shares”) at a subscription price of NOK 0.50 per share.
The subscription period for the Subsequent Offering expired on 20 July 2026 at
16:30 CEST.
The allocation of Offer Shares has been completed by the Company’s board of
directors in accordance with the allocation criteria set out in the
subscription form for the Subsequent Offering. In total, 12,762,444 Offer
Shares have been allocated solely to subscribers who exercised their
subscription rights, including those who over-subscribed. The Company’s board
of directors have resolved to issue the allocated Offer Shares, on the basis
of the board authorisation to issue new shares granted by the annual general
meeting of the Company held on 3 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, 21 July 2026. The due date for payment
of the Offer Shares is on 23 July 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 22 July 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 30
July 2026, and that the Offer Shares will be delivered to the VPS accounts of
the subscribers to whom they are allocated, and will 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
The Company has appointed Clarksons Securities AS as manager in the Subsequent
Offering.
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.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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 Manager nor any of its affiliates accepts any liability arising
from the use of this announcement.
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 2026-07-21 13:56 CEST.
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