HYNION AS: Plans to carry out a rights issue of 58,6 MNOK
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
The board of directors (the "Board") of Hynion AS ("Hynion" or the "Company") has resolved to propose that the Company carries out a new issue of units, consisting of shares and warrants, with preferential rights for existing shareholders amounting to approximately NOK 58,6 million (the "Rights Issue").
The net proceeds from the Rights Issue will primarily be used to match the grants from Klimatklivet (Naturvårdsverket) that are applied for in order to build hydrogen production facilities in close proximity to current and new hydrogen stations, and for the Company´s daily operations. With in-house production of hydrogen, Hynion can secure supply of hydrogen to reasonable costs, hence increase profitability in current and new hydrogen stations.
For each share held on the record date, one (1) unit right is obtained. Two (2) unit rights entitle the holder to subscribe for one (1) unit, consisting of three (3) new shares and one (1) warrant. This means that two (2) existing shares in the Company will give the right to subscribe for three (3) new shares and one (1) free warrant. The subscription price for one (1) unit is NOK 2.10, corresponding to NOK 0.70 per share.
The warrants are issued without consideration and each warrant entails the holder to subscribe for one new share at the price of NOK 0.75 during the period commencing on 1 May 2023 and ending on 12 May 2023. The warrants will be issued as independent subscription rights as set out in the Norwegian Private Limited Liability Companies Act Chapter 11 III.
The proposed Rights Issue is subject to approval by the Company's shareholders at an extraordinary general meeting in the Company (the "EGM") expected to be held on or about [15 November] 2022. The notice of such EGM is expected to be distributed on or about [8] November 2022.
The Rights Issue is partially underwritten by certain existing shareholders and external investors in accordance with an underwriting agreement dated [3] November 2022 (the "Underwriting Agreement"). Pursuant to, and subject to the terms and conditions set out in the Underwriting Agreement, the underwriters (jointly, the "Underwriters") have undertaken to subscribe for Units up to 60.00 percent of the Rights Issue, which have not been validly subscribed for, and to duly settle any payment obligations for such Units for an amount of up to NOK [35.20] million. The Underwriters are entitled to an underwriting fee equal to 12.00 percent of their respective underwriting obligation which is to be distributed, at the Underwriter's election, in cash or shares issued at the same price as in the Rights Issue.
The maximum number of shares and warrants to be issued by the Company in connection with the Rights Issue, assuming it is fully subscribed and excluding any shares issued to Underwriters as payment of the underwriting fee, is [83,761,500] shares and [27,920,500] warrants.
In connection with the Rights Issue, a prospectus will be prepared by the Company, which is subject to approval by the Financial Supervisory Authority in Norway (the "NFSA"). The prospectus will be published prior to the commencement of the subscription period and will form the basis for subscriptions in the Right Issue.
The timeline for the Rights Issue will depend on the date of approval of the prospectus, but it is currently contemplated that the subscription period for the Rights Issue will commence on or about 24 November 2022 and expire on or about 8 December 2022, with allocation letters being distributed on or about 9 December 2022 and delivery of shares and warrants taking place on or about 16 December 2022.
Pursuant to Section 10-4 of the Norwegian Private Limited Companies Act, the shareholders of the Company at the day of the EGM (as registered in the Company's shareholder register in VPS two trading days thereafter (the "Record Date")), 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, will be granted a preferential right to subscribe for and be allocated the new shares in proportion to the number of shares in the Company they own as of the Record Date (the "Existing Shareholding"), and will receive subscription rights proportionate to their Existing Shareholding. The Company expects to apply for admission to trading of the subscription rights on Euronext Growth Oslo. The Underwriters will have a preferential right to subscribe for and be allocated new shares that have not been subscribed for based on allocated or acquired subscription rights.
A further description of the Rights Issue and of other circumstances that must be considered upon subscription of shares in the Rights Issue will be included in the prospectus for the Rights Issue, which will be published no later than at the commencement of the subscription period and that will constitute the subscription material for the offering.
Advisers:
Erik Penser Bank AB (the "Manager") has been retained by the Company to act as manager and bookrunner for the Rights Issue.
Advokatfirmaet Schjødt AS is acting as legal adviser to the Company.
For further information, please contact:
Slavica Djuric, Managing Director Hynion Sverige AB, Tel: +46 73-072 60 76, E-mail: sd@hynion.com
Ulf Hafseld, CEO Hynion AS, Tel: +47 908 94 153, E-mail: uh@hynion.com
About Hynion:
Hynion builds and operates hydrogen stations in and around the largest cities in Scandinavia. The company builds on experiences from the last 20 years, including world-leading projects such as HyNor, CUTE, Utsira wind/hydrogen, CEP Berlin, SHHP, NewBusFuel and H2ME, to name a few. The company's management also has extensive experience in establishing and operating start-up companies and years of experience in the automotive industry. For more information, go to https://www.hynion.com.
This announcement is considered to include inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock exchange release was published by [Slavica Djuric], Managing Director Hynion Sverige AB, on [=] November 2022 at [=] CET.
IMPORTANT NOTICE
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 information contained in this announcement is for informational purposes only and does not purport to be full or complete. 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. Any offering of the securities referred to in this announcement will be made by means of a prospectus approved by the Financial Supervisory Authority of Norway and published by the Company. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.
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 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.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Norway, which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or the Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor the Manager have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Manager which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor the Manager have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or the Manager to publish or supplement a prospectus for such offer.
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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 make any guarantee 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 announcement.
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.
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 its affiliates accept any liability arising from the use of this announcement.
In connection with the Rights Issue, the Manager and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Rights Issue or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Manager and any of its affiliates acting as investors for their own accounts. The Manager do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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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