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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
23 December 2024 - HydrogenPro ASA (OSE: HYPRO): HydrogenPro ASA (“HydrogenPro”
or the “Company”) has secured approx. NOK 70 million in new equity through a
private placement of new shares (the “Private Placement”) towards its existing
shareholders ANDRITZ AG (“ANDRITZ”) and Mitsubishi Heavy Industries, Ltd.
(“MHI”). The Company is further pleased to announce that it has entered into an
investment agreement (the “Investment Agreement”) regarding a conditional equity
investment of approx. NOK 70 million (the “LONGi Investment”) by LONGi Hydrogen
Technology (Xi’an) Co., Ltd. (“LONGi Hydrogen”) and a cooperation agreement (the
“Cooperation Agreement”) with LONGi Hydrogen. Thus, provided successful
completion of the LONGi Investment, the total gross proceeds to the Company from
the Private Placement and the LONGi Investment amount to approx. NOK 140
million. The subscription price in the Private Placement and LONGi Investment is
NOK 5.50 per share (compared to NOK 4.50 per share as of close on 20 December
2024).
LONGi Hydrogen is engaged in the development and manufacturing of green hydrogen
equipment and solutions. It is a holding subsidiary of LONGi Green Energy
Technology Co., Ltd., a world leader in solar PV products and solutions, listed
on the Shanghai Stock Exchange.
Jarle Dragvik, CEO of HydrogenPro, comments: “We are grateful for the trust and
vote of confidence from our two largest industrial shareholders. Over the past
few years, we have demonstrated the importance of our strong partnerships with
MHI and ANDRITZ, delivering two of the world’s largest green hydrogen projects.
This investment further strengthens the solid cooperation within technology and
market development.”
Mr. Dragvik adds: “We are further delighted to welcome LONGi Hydrogen as a
strategic partner as we continue to execute on our vision of delivering
sustainable hydrogen solutions globally. They bring first-class industrial and
technical expertise. We see a great strategic fit that together with all of our
industrial partners on board we will broaden our opportunities to further
optimize our current offering on the market.”
The Private Placement
Through the Private Placement, ANDRITZ and MHI will each subscribe for 6,350,000
new shares (the “New Shares”) at a subscription price of NOK 5.50 per share (the
“Subscription Price”). The total subscription amount for the New Shares is
approx. NOK 70 million. The New Shares will, following their issuance, represent
approx. 15.3% of the Company’s outstanding shares.
In connection with the Private Placement, both ANDRITZ and MHI have agreed to a
6-month lock-up for its shareholding, subject to customary exemptions.
5,281,300 of the New Shares will be issued to ANDRITZ and MHI on a temporary
ISIN blocked from trading on Euronext Oslo Børs pending publication of a listing
prospectus.
The net proceeds from the Private Placement will be used for general corporate
purposes.
The Private Placement and issuance of the New Shares is expected to be concluded
during the first half of January 2025.
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
254,000 by the issuance of 12,700,000 new shares, each with a nominal value of
NOK 0.02 pursuant to an authorization granted by the Company’s annual general
meeting on 23 April 2024.
Investment Agreement and Cooperation Agreement with LONGi Hydrogen
Pursuant to the Investment Agreement, LONGi Hydrogen shall subscribe for
12,703,209 new shares in the Company at the Subscription Price. Completion of
the LONGi Investment is subject to LONGi Hydrogen obtaining a necessary Overseas
Direct Investment (ODI) regulatory approval in China to carry out its investment
in the Company (the “Approval”), and the Company’s shareholders, following and
provided LONGi Hydrogen obtaining the Approval, resolving to approve, or
facilitate via a board authorisation, the share issue pertaining to the LONGi
Investment at a general meeting. It is expected that the LONGi Investment will
be consummated during the first half of 2025.
Subject to completion of the LONGi Investment, LONGi Hydrogen has agreed to a 6
-month lock-up for its shareholding (subject to customary exemptions). Moreover,
LONGi Hydrogen intends to nominate one candidate to the Company’s board of
directors in connection with the general meeting to be held for the purposes of
consummating the LONGi Investment.
The net proceeds to the Company from the LONGi Investment will be used for
general corporate purposes.
The primary purpose of the Cooperation Agreement is for the Company and LONGi
Hydrogen to leverage their respective strengths to provide superior quality and
cost-efficient products to customers, supporting their long-term vision for
global decarbonization. The Cooperation Agreement specifically enables
collaboration on relevant projects, broadening the scope of projects the Company
and LONGi Hydrogen can bid on and enhancing the quality of products and services
delivered. Additionally, the Cooperation Agreement will improve HydrogenPro and
LONGi Hydrogen’s manufacturing footprint in China and Europe, ensuring optimized
production and supply chain efficiency.
Equal treatment considerations - Subsequent Offering
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 diligently considered the deviation from the
shareholders’ pre-emptive rights to be in the best interest of the Company and
its shareholders. 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 emphasized that the Private Placement
enables the Company to efficiently raise new equity, and thereby improve the
liquidity situation of the Company. Furthermore, the New Shares are issued above
the volume-weighted average price (VWAP) of the Company’s shares the last 30
trading days prior to this date, and therefore, based on the current market
price, the Private Placement does not result in financial dilution for the
Company’s existing shareholders. Alternative structures to the Private Placement
have been considered.
To facilitate equal treatment, including to limit the dilutive effect of the
Private Placement and provide shareholders who did not participate in the
Private Placement the opportunity to subscribe for shares at the same price, the
Board proposes that a subsequent offering (the “Subsequent Offering”) is carried
out by the issuance of up to 6,350,000 new shares, at the Subscription Price,
which equals up to NOK 34.925 million in gross proceeds, directed at
shareholders of the Company as per 20 December 2024 (as registered with the VPS
two trading days thereafter) (except for Andritz and MHI) who 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 subscription period for the
Subsequent Offering will commence following the approval and publication of an
offering prospectus, expected during Q1 2025.
The Subsequent Offering is subject to, inter alia, completion of the Private
Placement, relevant corporate resolutions (including necessary resolutions by an
extraordinary general meeting of the Company), prevailing market price and
traded volume of the Company’s shares, and approval of an offering prospectus.
Further information on any Subsequent Offering will be provided in a separate
stock exchange release. The Board reserves the right in its sole discretion to
not conduct or to cancel the Subsequent Offering.
The Board also notes that the LONGi Investment, if and when completed, will
entail 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
will therefore consider applicable equal treatment obligations in relation the
LONGi Investment following fulfilment of the conditions for consummation of the
LONGi Investment, taking into account the prevailing market price and trading
volumes of the Company’s shares at such points in time.
Advisors
Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company in
connection with the Private Placement and LONGi Hydrogen Private Placement.
About HydrogenPro:
HydrogenPro is a technology company and an OEM for high pressure alkaline
electrolyser systems for 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 LONGi:
LONGi Green Energy Technology Co., Ltd. (LONGi) is committed to being the
world’s leading solar technology company, focusing on customer-driven value
creation for full scenario energy transformation.
Under its mission of “making the best of solar energy to build a green world”
and brand positioning of “the most trusted, reliable solar company that blazes
the trail for green technology”, LONGi has dedicated itself to technology
innovation and established five business sectors, covering mono-crystalline
silicon wafers, mono-crystalline silicon cells/mono-crystalline silicon modules,
distributed photovoltaic solutions, utility plant system solutions, and green
hydrogen equipment solutions.
LONGi Hydrogen Technology (Xi’an) Co., Ltd. is a holding subsidiary of LONGi,
and is committed to becoming the world’s leading large-scale green hydrogen
equipment and solution provider. At present, the principal business scope of the
Company covers large-scale hydrogen production equipment by alkaline water
electrolysis and green hydrogen production solutions by green power.
About Mitsubishi Heavy Industries (MHI) Group:
Mitsubishi Heavy Industries (MHI) Group is one of the world’s leading industrial
groups, spanning energy, logistics & infrastructure, industrial machinery,
aerospace and defense. MHI Group combines cutting-edge technology with deep
experience to deliver innovative, integrated solutions that help to realize a
carbon neutral world, improve the quality of life and ensure a safer world. For
more information, please visit www.mhi.com or follow our insights and stories
on spectra.mhi.com.
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 Petter Gjessing Bakken on the
time and date provided.
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material. 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 EU Prospectus Regulation, i.e. only to investors who
can receive the offer without an approved prospectus in such EEA Member State.
The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (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 “qualified investors” within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and 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 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 “believe”, “aim”, “expect”,
“anticipate”, “intend”, “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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company and its respective affiliates
expressly disclaims any obligation or undertaking to update, review or revise
any forward-looking statement contained in this announcement whether as a result
of new information, future developments or otherwise. The information, opinions
and forward-looking statements contained in this announcement speak only as at
its date and are subject to change without notice.
For further information, please contact:
Martin Thanem Holtet, CFO
+47 922 44 902
martin.holtet@hydrogenpro.com
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