Hexagon Composites ASA: Contemplated private placement
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20 August 2024 - Oslo, Norway: Hexagon Composites ASA ("Hexagon" or the "Company") has retained DNB Markets, a part of DNB Bank ASA as sole bookrunner (the "Manager") to advise on and effect a private placement of new ordinary shares in the Company (the "Offer Shares") to raise gross proceeds of NOK 300 million (the "Private Placement"). The subscription price per Offer Share in the Private Placement (the "Subscription Price") will be determined by the Company's Board of Directors (the "Board") on the basis of an accelerated book-building process conducted by the Manager.
The net proceeds from the Private Placement will be used to (i) secure flexibility to execute specific near-term synergetic acquisition opportunities, (ii) increase working capital to support the planned strong growth in Hexagon Agility, (iii) maintain ability to support Hexagon Purus, (iv) keep long-term net interest-bearing debt below 3x LTM EBITDA “steady state” as previously communicated, and (v) for general corporate purposes.
The bookbuilding period in the Private Placement will commence today, 20 August 2024 at 16:30 CEST and close on 21 August 2024 at 08:00 CEST. The Manager and the Company may, however, at their sole discretion extend or shorten the bookbuilding period, or to cancel the Private Placement in its entirety, at any time and for any reason and on short or without notice. If the bookbuilding period is extended or shortened, the other dates referred to herein might be changed accordingly.
The Private Placement is directed towards investors subject to applicable exemptions from relevant registration, filing and prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, pursuant to an exemption from the registration requirements under the US Securities Act. Applicable selling restrictions will apply. The minimum application amount has been set to the NOK equivalent of EUR 100,000. However, the Board may, at its sole discretion, allocate Offer Shares to applicants for an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including Regulation (EU) 2017/1129 on prospectuses for securities as well as the UK European Union (Withdrawal) Act 2018, are available.
Allocation of Offer Shares will be made after the expiry of the bookbuilding period, at the sole discretion of the Board, in consultation with the Manager. Allocation may be based on criteria such as (but not limited to), current ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. There is no guarantee that any potential investor will be allocated shares.
Allocated shares are expected to be settled on or around 23 August 2024 through a delivery versus payment transaction on a regular T+2 basis by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs facilitated through to a share lending agreement entered into between Flakk Composites AS, the Company and the Manager (the “Share Lending Agreement”). Offer Shares allocated in the Private Placement will be tradable upon allocation. The share loan will be settled with new shares in the Company which will be resolved issued by the Board pursuant to an authorization to increase the Company's share capital granted by the annual general meeting on 17 April 2024 (the “Authorization”).
Completion of the Private Placement is subject to (i) all necessary corporate resolutions being validly made by the Company, including the Board resolving to proceed with the Private Placement and to allocate and issue the Offer Shares pursuant to the Authorization, and (ii) the Share Lending Agreement remaining unmodified and in full force and effect. 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 notification of allocation. Neither the Company nor the Manager or any of their directors, officer, employees, representatives, or advisors will be liable for any losses if the Private Placement is cancelled or modified, irrespective of the reason for such cancellation or modification.
The Board has considered the structure of the contemplated capital raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's guidelines on the rule of equal treatment, and is of the opinion that the proposed Private Placement is in compliance with these requirements. By structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. In addition, the Private Placement is subject to marketing through a publicly announced bookbuilding process and a market-based offer price should therefore be achieved. Furthermore, the number of Offer Shares expected to be issued in connection with the contemplated Private Placement implies that the dilution of existing shareholders will be limited. On this basis and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the private placement structure, the shareholders' preferential rights to subscribe for the Offer Shares will be deviated from.
DNB Markets, a part of DNB Bank ASA acts as sole bookrunner in the Private Placement. Advokatfirmaet Schjødt AS is acting as the Company's legal advisor.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and was published by Ingrid Aarsnes, VP ESG & Corporate Compliance, Hexagon Composites ASA, on the date and time provided.
ENDS
For additional information, please contact:
David Bandele, CFO, Hexagon Composites ASA
Telephone +47 920 91 483 I david.bandele@hexagongroup.com
About Hexagon Composites ASA
Hexagon delivers safe and innovative solutions for a cleaner energy future. Our solutions enable storage, transportation, and conversion to clean energy in a wide range of mobility and industrial applications. Learn more at www.hexagongroup.com and follow @HexagonASA on X and LinkedIn.
Important Notices
This announcement is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, Hong Kong, South Africa or the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
This announcement does not constitute an offer of securities for sale, or a solicitation of an offer to purchase or subscribe for, any securities of the Company in the United States. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and in accordance with applicable U.S. state securities laws. The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
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 (EU) 2017/1129 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
This announcement is made by and is the responsibility of, the Company. The Manager is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts 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 of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
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 of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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