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.
Reference is made to the stock exchange notice from Hexagon Purus ASA (the "Company" or "Hexagon Purus") published on 15 February 2022 regarding a contemplated private placement of new shares.
The Company is pleased to announce that it has raised approximately NOK 600 million in gross proceeds through a private placement (the "Private Placement") of 24,742,268 new shares (the "New Shares"), at a price per share of NOK 24.25, which a represents a discount of 1.3% to the transaction day volume weighted average price (VWAP). Following the completion of the Private Placement, the Company will have 258,278,937 shares outstanding, and a market capitalization based on the subscription price of approximately NOK 6.3 billion.
The Private Placement attracted strong interest from both existing Hexagon Purus shareholders and new investors wishing to support Hexagon Purus in enabling zero emission mobility, and the book was multiple times oversubscribed. Hexagon Composites was allocated 18,134,361 shares in the Private Placement and retains its ownership interest in the Company of 73.3%.
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.
The following primary insiders and close associates of primary insiders have subscribed for and been allocated new shares in the Private Placement, which is regarded as PDMR/PCA trades under the Market Abuse Regulation (EU) No 596/2014:
- Dionysos AS, a company closely related to chairman of the board Jon Erik Engeset, was allocated 20,619 new shares in the Private Placement
- Colinas AS, a company closely related to CEO Morten Holum, was allocated 41,237 new shares in the Private Placement
- Anne Lise Hjelseth, EVP People & Culture in the Company, was allocated 41,237 new shares in the Private Placement
- Heiko Chudzick, EVP Operations in the Company, was allocated 20,619 new shares in the Private Placement
- Michael Kleschinski, EVP Purus LDC, was allocated 20,619 new shares in the Private Placement
- Frank Häberli, SVP Asia, was allocated 10,309 new shares in the Private Placement
- KTF Holding AS, a company closely related to board member Knut Flakk, was allocated 82,474 new shares in the Private Placement
- Espen Gundersen, board member of the Company, was allocated 20,619 new shares in the Private Placement and will, following completion of the Private Placement
- Kold Invest AS, a company closely related to board member Martha Kold Bakkevig, was allocated 4,124 shares in the Private Placement
- Jannicke Hilland, board member of the Company, was allocated 10,309 new shares in the Private Placement
- Rick Rashilla, board member of the Company, was allocated 20,619 new shares in the Private Placement
- Karen Romer, board member of the Company, was allocated 2,062 new shares in the Private Placement
Detailed information on the PDMR/PCA trades will be disclosed separately.
Delivery of the Offer Shares allocated in the Private Placement will, in order to facilitate delivery-versus-payment, 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 entered into between the Company, the Managers and Hexagon Composites ASA. The Offer Shares delivered to the subscribers will thus be tradable from allocation. The Managers will settle the share loan with new shares in the Company issued by the Company’s board of directors pursuant to an authorisation granted by the Company's general meeting held on 30 October 2020 (the "AGM").
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.
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 | email@example.com
Dilip Warrier, CFO, Hexagon Purus
Telephone: +1 949-236-5528 | firstname.lastname@example.org
Salman Alam, Vice President, Corporate Development, Hexagon Purus
Telephone: +47 476 12 713 | email@example.com
Mathias Meidell, IR Director, Hexagon Purus
Telephone: +47 909 82 242 | firstname.lastname@example.org
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 23:00 CET.
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