Hexagon Purus ASA – Capital raise successfully completed
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(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 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.
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