Hexagon Purus ASA – Capital raise successfully completed

December 20, 2023 - Stock Exchange Release

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES OF AMERICA, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

(Oslo, Norway, 20 December 2023): Reference is made to the stock exchange announcement from Hexagon Purus ASA (“Hexagon Purus” or the “Company”) published 20 December 2023 at 16:31 (CET) whereby the Company announced a contemplated offering of convertible bonds (the "Convertible Bond Private Placement").

The Company hereby announces that the Convertible Bond Private Placement has been successfully completed, raising total gross proceeds of approximately NOK 1,000 million (the “Convertible Bonds”). The Offering attracted strong interest from current share- and convertible bond holders, and was multiple times oversubscribed. The Offering took place through a bookbuilding process managed by ABG Sundal Collier ASA and BNP PARIBAS as joint global coordinators and joint bookrunners (the “Joint Global Coordinators”).

The net proceeds from the Convertible Bond Private Placement will be used to support Hexagon Purus’ growth strategy, including its ongoing global capacity expansion program and delivering on customer commitments on its path to reaching its financial ambitions for 2025, which were set out at the Company’s Capital Markets Day in 2022, and restated on 7 November 2023 during the Company’s interim report for the third quarter of 2023.

The Convertible Bonds are structured as a 5-year senior unsecured convertible bond with a 10% fixed interest rate payable semi-annually in kind (i.e. through issuance of additional bonds). The conversion price per common share in the Company for the Convertible Bonds has been set to NOK 12.61, which is a 25% premium to the volume-weighted average price of the Hexagon Purus share on the Oslo Stock Exchange over the 45 trading days up to and including 20 December 2023.

In the Convertible Bond Private Placement, Mitsui & Co., Ltd. (“Mitsui”) subscribed for, and was allocated, NOK 500 million in the Convertible Bond Private Placement as part of its existing strategic alliance and non-binding memorandum of understand entered into in March 2023 with the Company with a total monetary scope of NOK 2,000m (the “Mitsui MoU”). Following Mitsui’s subscription in the Convertible Bond Private Placement, Mitsui have committed an aggregate of NOK 1,000m in investments in Hexagon Purus. Further to Mitsui, Hy24 through the Clean Hydrogen Equipment Fund (“Hy24”) subscribed for, and was allocated, NOK 150m in the Convertible Bond Private Placement. In addition, the Company intends to nominate a representative from Hy24 as a Board Observer to the Hexagon Purus Board of Directors. Hy24 will contribute to bolstering Hexagon Purus’s global scaling efforts by leveraging its financial and industrial expertise, thus playing its role as a catalyst for the entire clean hydrogen value chain. Additionally, the Company’s largest shareholder, Hexagon Composites ASA (“Hexagon Composites”), subscribed for, and was allocated, NOK 200m in the Convertible Bond Private Placement.

Completion of the Convertible Bond Private Placement and issuance of the Convertible Bonds is subject to an approval at an extraordinary general meeting which is expected to be arranged on or about 11 January 2024 (the “EGM”). Hexagon Composites has undertaken to vote in favour of the Convertible Bonds at the EGM. The Convertible Bonds are contemplated settled and delivered to investors on or around 1 February 2024.

The Company has carefully considered the issue of Convertible Bonds in light of the equal treatment obligations under the Norwegian Public Limited Liability Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Rule Book II for Oslo Børs and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. The Company has evaluated various forms of financing alternatives over a substantial period of time, with the joint interests of the shareholder community in mind. While the Convertible Bond Private Placement remains subject to approval of the EGM, it is the Company's opinion that the deviation from the preferential rights inherent in carrying out the Convertible Bond Private Placement in the manner proposed is firmly in the common interest of the shareholders of the Company.

Advisors

ABG Sundal Collier ASA (“ABGSC”) and BNP PARIBAS (“BNP Paribas”) acted as joint global coordinators, joint bookrunners and financial advisors in the Convertible Bond Private Placement (the “Joint Global Coordinators”). Please note that BNP Paribas has not taken part in any marketing activity with US investors. Any such discussions as well as any placing in the US has been done exclusively by ABGSC without any involvement or liability from BNP Paribas.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Global Coordinators.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and was published by Mathias Meidell, Director Investor Relations, on 20 December 2023 at 22:30 (CET).

For further information:

Salman Alam, CFO, Hexagon Purus
Telephone: +47 476 12 713 | salman.alam@hexagonpurus.com

Mathias Meidell, Director Investor Relations, Hexagon Purus
Telephone: +47 909 82 242 | mathias.meidell@hexagonpurus.com

Eli Turander, Global Communication Director, Hexagon Purus
Telephone: +47 953 35 795 | eli.turander@hexagonpurus.com

Hy24: Elizabeth Adams, Senior Managing Director, FTI Consulting
hy24@fticonsulting.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.

Learn more at www.hexagonpurus.com and follow @HexagonPurus on X and LinkedIn.

About Mitsui & Co., Ltd.

Mitsui & Co., Ltd. (8031: JP) is a global trading and investment company with a diversified business portfolio that spans 63 countries in Asia, Europe, North, Central & South America, The Middle East, Africa and Oceania.

Mitsui has about 5,500 employees and deploys talent around the globe to identify, develop, and grow businesses in collaboration with a global network of trusted partners. Mitsui has built a strong and diverse core business portfolio covering the Mineral and Metal Resources, Energy, Machinery and Infrastructure, and Chemicals industries.
Leveraging its strengths, Mitsui has further diversified beyond its core profit pillars to create multifaceted value in new areas, including innovative Energy Solutions, Healthcare & Nutrition and through a strategic focus on high-growth Asian markets. This strategy aims to derive growth opportunities by harnessing some of the world’s main mega-trends: sustainability, health & wellness, digitalization and the growing power of the consumer.

Mitsui has a long heritage in Asia, where it has established a diverse and strategic portfolio of businesses and partners that gives it a strong differentiating edge, provides exceptional access for all global partners to the world’s fastest growing region and strengthens its international portfolio.

For more information on Mitsui & Co’s businesses visit, www.mitsui.com.

About Hy24

Hy24 is the world’s largest clean hydrogen alternative investment fund manager which is fully dedicated to scaling up the global hydrogen economy. Hy24 is investing in large-scale, strategic, clean hydrogen projects and technologies that will unlock the sector’s full potential. Clean hydrogen will be critical in meeting net zero targets along with renewables and electrification.

Created in 2021, Hy24 is a 50/50 joint venture between Ardian, a world leading private investment house ($160bn of Assets Under Management), and FiveT Hydrogen, a clean hydrogen investment platform launched by former hydrogen executives. Alongside the Equipment Fund, Hy24 is currently deploying a €2 billion Clean Hydrogen Infrastructure Fund (Infra Fund) dedicated to the infrastructure scale-up which attracted investments from over fifty leading world-class industrial and institutional investors.

Hy24’s Funds are Article 9 compliant per Europe’s Sustainable Finance Disclosure Regulation (SFDR). Hy24 is regulated by the Autorité des marchés financiers. The fund manager is based in Paris and has team of over 30 collaborators and partners in Zurich, Singapore, and New York.

Lean more on https://www.hy24partners.com/ and on LinkedIn.

About Hexagon Composites ASA

Hexagon Composites delivers safe and innovative solutions for a cleaner energy future. Hexagon Composites solutions enable storage, transportation and conversion to clean energy in a wide range of mobility, industrial and consumer applications.

Learn more at www.hexagongroup.com and follow @HexagonASA on X and LinkedIn.

Important Notices

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. 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.

None of the Joint Global Coordinators nor any of their respective affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept 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 Global Coordinators nor any of their respective affiliates accept any liability arising from the use of this announcement.


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