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towards ANDRITZ AG (“ANDRITZ”), an international technology group listed on the
Vienna stock exchange and one of the leading companies within green hydrogen
technology and systems.
Jarle Dragvik, CEO of HydrogenPro, comments: “We are delighted to welcome
ANDRITZ as a strategic partner as we continue to execute on our vision of
delivering sustainable hydrogen solutions globally. They bring valuable
industrial expertise as one of the leading companies within green hydrogen
technology systems. I have been actively engaged in discussions with ANDRITZ for
the last nine months and believe this puts us in a great position to further
expand HydrogenPro according to our strategy”.
The Private Placement
Through the Private Placement, ANDRITZ will subscribe for 6,605,634 new shares
at a subscription price of NOK 12.52 per share, representing a premium of NOK 1
to the average closing price of the Company’s shares for each trading day during
the month of March 2024, representing approx. 9.42 per cent of the shares
outstanding in HydrogenPro post-issuance of the new shares, raising gross
proceeds of approximately NOK 82.7 million.
In connection with the Private Placement, Andritz has agreed to a 6-month lock
-up for its shareholding, subject to customary exemptions. Moreover, Andritz
will nominate one candidate to the Company’s board of directors for the upcoming
general meetings to be held on 23 April 2024 (the “General Meetings”). TM
Holding AS, a Company controlled by the Company’s chairman of the board, has
undertaken to vote in favour of the board candidate nominated by Andritz at the
General Meetings.
The net proceeds to the Company from the Private Placement will be used to
finance specific development and testing initiatives within the Company’s focus
areas, as well as for general corporate purposes.
Share capital increase
In connection with the Private Placement, the board of directors of HydrogenPro
(the “Board”) has resolved to increase the share capital of the Company with NOK
132,112.68 by the issuance of 6,605,634 new shares, each with a nominal value of
NOK 0.02 pursuant to an authorization granted by the Company’s annual general
meeting on 24 May 2023.
Equal treatment considerations
The Private Placement entails a deviation from the shareholders’ pre-emptive
rights pursuant to Sections 10-4 and 10-5 of the Norwegian Public Limited
Companies Act. The Board has carefully considered whether such deviation from
the shareholders’ pre-emptive rights is in the best interest of the Company and
its shareholders, and has concluded that this is the case. Moreover, the Private
Placement has been considered by the Board in light of the equal treatment
obligations under the Norwegian Securities Trading Act 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.
In reaching these conclusions, the Board inter alia emphasised that the Company
by this Private Placement will secure equity required for specific development
and testing initiatives within the Company’s focus areas, and that the Company
by a share issue towards ANDRITZ will be getting a long-term, strategic
shareholder who may provide both knowledge and additional capital to the
Company. By structuring the equity raise as a private placement, the Company is
able to efficiently raise new equity, ensuring improved liquidity and rendering
possible completion of plans in line with the Company’s strategy. The Board also
emphasised that the transaction is supported by the shareholders represented on
the board.
Notification of major shareholding
As a result of the Private Placement, Andritz AG has been allocated and has
subscribed for 6,605,634 news shares in the Company. Subject completion of the
Private Placement, Andritz AG will increase its holding of shares and voting
rights in the Company from 3,038,402 (4.8%) to 9,644,036 (13.8%), and thereby
exceeding the 10% threshold. Andritz AG has no other rights to shares in the
Company.
Legal advisors
Wikborg Rein Advokatfirma AS has acted as legal counsel to the Company, and
Advokatfirmaet Thommessen AS has acted as legal counsel to ANDRITZ in connection
with the Private Placement.
For further information, please contact:
Martin Thanem Holtet, CFO
+47 922 44 902
martin.holtet@hydrogenpro.com
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.
About ANDRITZ:
International technology group ANDRITZ offers a broad portfolio of innovative
plants, equipment, systems, services and digital solutions for a wide range of
industries and end markets. Sustainability is an integral part of the company’s
business strategy and corporate culture. With its extensive portfolio of
sustainable products and solutions, ANDRITZ aims to make the greatest possible
contribution to a sustainable future and help its customers achieve their
sustainability goals. ANDRITZ is a global market leader in all four of its
business areas - Pulp & Paper, Metals, Hydropower and Environment & Energy.
Technological leadership and global presence are cornerstones of the group’s
strategy, which is focused on long-term profitable growth. The publicly listed
group has around 30,000 employees and over 280 locations in more than 80
countries.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and the Norwegian Securities Trading Act sections 4-2
and 5-12.
This stock exchange announcement was published by Joachim Rogne on the time and
date provided.
Kilde
