Hexagon Purus ASA: Contemplated Private Placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Hexagon Purus ASA (the “Company”) has engaged Carnegie AS and Skandinaviska Enskilda Banken AB (publ) Oslofilialen as Joint Global Coordinators and Joint Bookrunners in the Private Placement (collectively the "Global Coordinators"), and Sparebank 1 Markets as Joint Bookrunner (together with Global Coordinators the “Managers”) to advise on and effect a contemplated private placement of new ordinary shares in the Company (the “Offer Shares”), raising gross proceeds of approximately NOK 600 million (the “Private Placement”). The subscription price per New Share in the Private Placement (the “Subscription Price”) will be set by the Company’s Board of Directors (the “Board”) on the basis of an accelerated book-building process conducted by the Managers.

The net proceeds from the Private Placement will be used for:

• Cylinder and systems capacity expansion across geographies to meet customer demand;
• Investments in automated manufacturing facility and technical center of excellence in Kelowna, Canada to support and increase production capacity for battery packs and hydrogen storage systems;
• Investments in production capacity in China to serve the fast-growing Chinese market through the joint venture with CIMC Enric;
• Organizational scale-up to support continued technological development and capacity expansion; and
• Working capital as well as for general corporate purposes.
  

Hexagon Composites ASA (the Company’s largest shareholder with an ownership interest of 73.29%) has undertaken to subscribe for, and will be allocated, their pro-rata share of the Offer Shares, equivalent to approximately NOK 440m, at the subscription price determined through the book building process.

Other primary insiders and employees, including CEO Morten Holum and Chair of the Board Jon Erik Engeset, have indicated an intention to subscribe for Offer Shares for an aggregate amount of approximately NOK 6-7 million.

The application period in the Private Placement will commence today, 15 February 2022 at 16:30 CET and close on 16 February 2022 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the application period on short or without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States in reliance on Regulation S under the U.S, Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) to investors in the United States who are “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the U.S. Securities Act, and to major U.S. institutional investors under SEC Rule 15a-6 under the United States Exchange Act of 1934 in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.

Allocation of Offer Shares will be determined at or about 16 February 2022, by the Board in consultation with the Managers, at its sole discretion. The Company may focus on allocation criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon.

Settlement is expected to take place on or about 18 February 2022 on a delivery versus payment basis. Delivery of the Offer Shares allocated in the Private Placement will, in order to facilitate DVP settlement, be made by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Growth Oslo, pursuant to a share lending agreement (the “Share Lending Agreement”) to be entered into between the Company, the Managers and Hexagon Composites ASA. The Managers will settle the share loan with new shares in the Company to be issued by the Company’s board of directors pursuant to an authorisation granted by the Company's general meeting held on 30 October 2020.

Completion of the Private Placement is subject to (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Board resolving to consummate the Private Placement and issue the Offer Shares and (ii) the Share Lending Agreement not being terminated prior to allocation.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to completion. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding is in the common interest of the shareholders of the Company.

Hexagon Purus in brief
Hexagon Purus, a Hexagon Composites company, enables zero emission mobility for a cleaner energy future. Hexagon Purus is a world leading provider of hydrogen type 4 high-pressure cylinders, complete vehicle systems and battery packs for fuel cell electric and battery electric vehicles (FCEV and BEV) including hybrid mobility applications on light, medium and heavy-duty vehicles, transit buses, ground storage, distribution, maritime, rail, and aerospace applications.

For more information, please visit www.hexagonpurus.com and follow @HexagonPurus on LinkedIn and Twitter.

Advisors
Carnegie AS and Skandinaviska Enskilda Banken AB (publ), Oslofilialen as Joint Global Coordinators and Joint Bookrunners in the Private Placement, and Sparebank 1 Markets as Joint Bookrunner. Advokatfirmaet Schjødt AS is acting as the Company's legal advisor.

For more information, please contact:

Morten Holum, CEO, Hexagon Purus
Telephone: +47 995 09 930 | morten.holum@hexagonpurus.com

Dilip Warrier, CFO, Hexagon Purus
Telephone: +1 949-236-5528 | dilip.warrier@hexagonpurus.com

Salman Alam, Vice President, Corporate Development, Hexagon Purus
Telephone: +47 476 12 713 | salman.alam@hexagonpurus.com

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

This information is considered to be inside information pursuant to the EU Market Abuse Regulation. This stock exchange announcement was published by Dilip Warrier, CFO at Hexagon Purus ASA, on 15 February 2022 at 16:30 CET.

Important information:

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan Hong Kong or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations and is subject to the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of any offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Managers are acting for the Company and no one else in connection with the Listing and potential Private Placement in Purus, and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Listing and Private Placement and/or any other matter referred to in this release.

Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act