Hexagon Purus ASA – Hexagon Purus launches convertible bond private
placement of up to approximately NOK 1,000 million, with
pre-commitments of NOK 850 million from strategic investors Mitsui,
Hy24 and Hexagon Composites.
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Hexagon Purus ASA – Hexagon Purus
launches convertible bond private placement of up to approximately
NOK 1,000 million, with pre-commitments of NOK 850 million from
strategic investors Mitsui, Hy24 and Hexagon
Composites.
(Oslo, Norway, 20 December 2023) Hexagon Purus
ASA (“Hexagon Purus” or the
“Company”), a world leading manufacturer of zero
emission mobility and infrastructure solutions, is today launching
a contemplated private placement of senior unsecured convertible
bonds (the “Convertible Bonds”)
raising gross proceeds of up to NOK 999,950,000 (the
“Convertible Bond Private Placement”). The
Convertible Bond Private Placement is supported by Mitsui &
Co., Ltd. (“Mitsui”), Hy24 through the Clean
Hydrogen Equipment Fund (“Hy24”) and Hexagon
Composites ASA (“Hexagon Composites”) through
pre-commitments and pre-allocations for an aggregate of NOK 850
million.
- Proceeds will support Hexagon Purus’s growth strategy including
its ongoing global capacity expansion program for hydrogen
infrastructure and mobility and battery systems and vehicle
integration solutions
- Existing strategic investors Mitsui and Hexagon Composites are
joined by Hy24, the world’s largest clean hydrogen pure-play
investor
- The three investors bring access to knowledge and networks
across the hydrogen value chain
Mitsui has irrevocably committed to subscribe
for, and will receive an allocation of, NOK 500 million principal
amount of Convertible Bonds as part of its existing strategic
alliance and non-binding memorandum of understanding entered into
in March 2023 with the Company (the “Mitsui
MoU”). Mitsui is a key strategic partner to
Hexagon Purus through its hydrogen industry expertise and network.
The Mitsui MoU has a total monetary scope of up to NOK 2,000
million, of which NOK 1,000 million in aggregate will have been
committed after this Convertible Bond Private Placement. The
intention in the Mitsui MoU is that the remaining NOK 1,000 million
will, if committed, be provided as common equity.
Hy24 is the world’s first investment manager
fully dedicated to scaling up the clean hydrogen economy. Hy24 has
irrevocably committed to subscribe for, and will receive an
allocation of, NOK 150 million in the Convertible Bond Private
Placement. Hy24 contemplates the possibility to participate as a
common equity anchor in subsequent financing rounds. On the back of
Hy24’s investment and dedication to value creation through its
expertise in the clean hydrogen industry, 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.
Hexagon Composites, the Company’s largest
shareholder, has irrevocably committed to subscribe for, and will
receive an allocation of, NOK 200 million in the Convertible Bond
Private Placement.
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.
Morten Holum, CEO of Hexagon Purus, comments:
“We operate in an increasingly supportive regulatory environment
with large investments being made into renewable energy generation
and hydrogen to support the clean energy transition. This
investment ensures that we can continue to scale up our
manufacturing capacity to deliver on existing customer contracts
for hydrogen infrastructure and prepare for serial volume of zero
emission mobility as demand increases. We are pleased to have the
continued investment from Mitsui and Hexagon Composites and welcome
Hy24 as a new strategic investor bringing valuable industry
expertise from the clean hydrogen industry. Of the numerous
technology companies in the hydrogen space, Hy24’s selection of us
is clear recognition that Hexagon Purus is the world-leading
provider of zero emission mobility and hydrogen infrastructure
solutions.”
Hiroshi Kakiuchi, Managing Director, Chief
Operating Officer of Performance Materials Business Unit at Mitsui
comments: “Mitsui views the progress of Hexagon Purus very
positively and sees clear market demand for the Company´s hydrogen
infrastructure solutions since the last capital raise in March.
Additionally, Hexagon Purus has successfully secured new orders in
the mobility sector, further showcasing its ability to address
emerging needs in the future. In Mitsui we recognize the Company's
role in facilitating the transition to a zero-emission society, and
have high confidence in Hexagon Purus' robust technology offering
which can help turn the tide against climate change. We see clear
synergies between Hexagon Purus' competitive zero-emission
solutions and our extensive global network. Mitsui is pleased to
support Hexagon Purus' strategic development through this
investment, and we look forward to the continued growth and
contribution of Hexagon Purus in realizing a zero-emission
society.”
Guillaume Lesueur, Managing Director & Head
of the Clean Hydrogen Equipment Fund at Hy24, said: “This
investment, the first by our Equipment Fund, reinforces Hy24's
position as a strategic investor and a catalyst in fostering the
clean hydrogen economy. It bolsters the growth initiatives of
Hexagon Purus, a global leader in the midstream of the hydrogen
sector, exemplifying our Fund's commitment to the mature and
pivotal hydrogen technologies that are essential to decarbonizing
industry and mobility sectors.”
Jon Erik Engeset, CEO of Hexagon Composites, comments: “Hexagon
Purus has assumed market-leading positions in some of the strongest
growing zero emission mobility and infrastructure technology
segments globally. We are highly satisfied with the Company’s
performance and growth to date. We intend to continue working
closely together with Hexagon Purus in areas of mutual interest and
benefit and as previously stated, retain a significant ownership
stake.”
Trading update
Hexagon Purus continues to have a strong and
diversified portfolio of long-term agreements across several
applications supporting the Company’s medium and long-term targets
and is progressing with its ongoing capacity expansion program. The
Company’s order backlog as of the end of November 2023 has
increased to approximately NOK 1.3 billion, whereof approximately
NOK 1.1 billion is for execution in 2024. For the full-year 2023,
the Company is currently expecting revenue growth of approximately
40% year-over-year, affected by a somewhat delayed ramp-up of the
new hydrogen cylinder production facility in Kassel. Negative
EBITDA for full-year 2023 is expected to widen by approximately 10%
compared to full-year 2022 EBITDA, but relative EBITDA margin for
full-year 2023 is expected to significantly improve
year-over-year.
Summary of key terms of the Convertible
Bond Private Placement
Hexagon Purus is contemplating a Convertible
Bond Private Placement convertible into new shares of the Company
(the “Conversion Shares”) for a nominal amount of
up to NOK 999,950,000. The Convertible Bonds are expected to mature
in 5 years from issuance (i.e. in 2029) and are expected to bear
interest at a fixed rate of 10%, payable semi-annually in kind
(i.e. through the issuance of additional Convertible Bonds). The
conversion price is expected to be set at a 25% premium to the
volume-weighted average share price of the Company (the
“VWAP”) on the Oslo Stock Exchange of the 45
trading days up to and including today (the “Conversion
Price”). The settlement of the Convertible Bonds is
expected to take place on or around 1 February 2024 (the
“Issue Date”) and is conditional on an
extraordinary general meeting (the “EGM”) of the
Company expected to be held on or about 11 January 2024 resolving
to approve the issuance of the Convertible Bonds. Mitsui and
Hexagon Composites have committed to vote in favour of the
resolution at the EGM.
The subscribers of the Convertible Bonds will
receive 270,000,000 non-transferrable Warrants (the
“Warrants”) and 14,000,000 non-transferrable
additional Warrants (the “Additional Warrants”).
The Warrants and Additional Warrants will be allocated pro-rata
among the subscribers of the Convertible Bonds based on their
respective allocations. The issuance of the Warrants and Additional
Warrants is subject to approval by the EGM.
The Warrants provide rights to subscribe for, in
any future equity financing round, common shares in the Company at
the price determined by the Company in such equity financing,
limited to the subscription amount for the Convertible Bonds
initially allocated to such warrant holder. The Additional Warrants
provide rights to subscribe, in any future equity financing round
common shares in the Company limited to 5% of the number of shares
allocated to the warrant holder in any such equity financing round,
with an exercise price equal to the par value of the Hexagon Purus
share (currently NOK 0.1). All Warrants will expire on the date
falling five years after the date of the EGM.
The Company may redeem all, but not only some,
of the outstanding Convertible Bonds from and including the date
falling 36 months after the Issue Date, at a price equal to 112% of
the nominal amount for each redeemed Convertible Bond (provided
that the daily VWAP on each of at least 30 consecutive trading days
ending not earlier than the trading day prior to the date of the
Call Option notice, has exceeded 300% of the Conversion Price).
The Convertible Bonds can be converted into new
shares of the Company at any time from the Issue Date until the
date falling 5 years after the date of the EGM at each convertible
bondholder’s sole discretion.
The Convertible Bond Private Placement will be
directed primarily towards selected Norwegian and international
existing shareholders and convertible bond holders of the Company
(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, 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
amount has been set to NOK 5,000,000. The Company may, however, at
its sole discretion, allocate an amount below said threshold to the
extent applicable exemptions from the prospectus requirements
pursuant to the Norwegian Securities Trading Act and ancillary
regulations are available. Investors with long investment horizon
and investors who have supported the company over time will be
prioritized in the allocation process. Further selling restrictions
and transaction terms will apply.
Mitsui has agreed to a 2-year lock-up on its
Bonds (i.e. a transfer restriction, not a conversion restriction).
Furthermore, Mitsui has agreed to a 180-day lock-up for shares
received upon conversion prior to 3 years from the Issue Date of
the Bonds, and a 90-day lock-up for shares received upon conversion
after 3 years from the Issue Date of the Bonds. Hexagon Composites
has committed to a lock-up of 90 days on its shares in Hexagon
Purus. The Company has agreed to a lock-up of 90 days, subject to
customary exceptions.
Equal treatment of
shareholders
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. It is of the 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”) are acting as joint global coordinators, joint
bookrunners and financial advisors in the Convertible Bond Private
Placement (the “Joint Global Coordinators”).
Please note that BNP Paribas will not take part in any marketing
activity with US investors. Any such discussions as well as any
placing in the US will be 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 Eli Turander, Global Communication Director, on 20
December 2023 at 16:31 (CET).
For further information:
Salman Alam, CFO, Hexagon PurusTelephone: +47 476
12 713 | salman.alam@hexagonpurus.com
Mathias Meidell, Director Investor Relations, Hexagon
PurusTelephone: +47 909 82 242 |
mathias.meidell@hexagonpurus.com
Eli Turander, Global Communication Director, Hexagon
PurusTelephone: +47 953 35 795 |
eli.turander@hexagonpurus.com
Hy24: Elizabeth Adams, Senior Managing Director, FTI
Consultinghy24@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.
- Type 4 Hydrogen Cylinder
- Hydrogen Container
- Hino Truck
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