HydrogenPro ASA: Key information regarding potential subsequent offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, SOUTH AFRICA 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.
23 December 2024: Reference is made to the stock exchange announcement by HydrogenPro ASA (the "Company") earlier today regarding a private placement of 12,700,000 new shares in the Company directed towards Andritz AG ("ANDRITZ") and Mitsubishi Heavy Industries, Ltd. ("Mitsubishi") at a subscription price of NOK 5.50 per share (the "Subscription Price"), raising gross proceeds of approx. NOK 70 million (the "Private Placement"), and a potential subsequent share offering of up to 6,350,000 new shares at the Subscription Price (the "Subsequent Offering").
Subject to certain conditions, as described below, the Company's board of directors (the "Board") may resolve to carry out the Subsequent Offering, which, if applicable and subject to applicable securities law, will be directed towards shareholders of the Company as per 20 December 2024 (as registered with the VPS two trading days thereafter (the "Record Date"), except for ANDRTIZ and Mitsubishi, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (the "Eligible Shareholders").
In accordance with the continuing obligations of companies listed on Euronext Oslo Børs, the following key information is given with respect to the Subsequent Offering:
- Date on which the terms and conditions of the repair issue were announced: 23 December 2024
- Last day including right: 20 December 2024
- Ex-date: 23 December 2024
- Record date: 27 December 2024
- Date of approval: On or before 14 February 2025 (date of an extraordinary general meeting to be held in the Company)
- Maximum number of new shares: 6,350,000 new shares
- Subscription price: NOK 5.50 per share
Any Subsequent Offering is subject to, inter alia, completion of the Private Placement, relevant corporate resolutions (including necessary resolutions by an extraordinary general meeting of the Company), and approval and publication of an offering prospectus. Furthermore, the Company's board of directors may, in its sole discretion, decide to not carry out the Subsequent Offering, for example, in the event that the prevailing market price and traded volume of the Company's shares makes a subsequent offering redundant.
The subscription period for the Subsequent Offering, if applicable, will commence as soon as possible following the publication of an offering prospectus, expected during Q1 2025.
The Company reserves the right, in its sole discretion, to not carry out the Subsequent Offering.
This information is published in accordance with the requirements of the Continuing Obligations and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
IMPORTANT INFORMATION
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. 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 EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (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 "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 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 "believe", "aim", "expect", "anticipate", "intend", "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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company and its respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
For further information, please contact:
Martin Thanem Holtet, CFO +47 922 44 902