NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, 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.
16 September 2025 - Oslo, Norway: Hexagon Composites ASA ("Hexagon" or the "Company") has retained DNB Carnegie, a part of DNB Bank ASA, Skandinaviska Enskilda Banken AB (publ) and Danske Bank A/S NUF as joint bookrunners (the "Managers") to advise on and effect a private placement of up to 42,014,083 new ordinary shares in the Company (the "Offer Shares", 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 Managers.
The net proceeds will be used to (i) proactively strengthen the balance sheet to navigate current industry challenges, (ii) assisting initiatives to accelerate natural gas truck (X15N) adoption rate, (iii) and for general corporate purposes.
Trading update
For July and August, the Company recorded a negative EBITDA in the range of NOK 25-30 million, driven by low volumes in Fuel Systems linked to truck market weakness and Mobile Pipeline tied to reduced North American oil and gas activity, while Aftermarket (incl. Digital Wave) delivered positive EBITDA contribution.
Bank update
The Company has received a covenant exemption, through and including Q2 2026. From Q3 2026 the EBITDA covenant will be 4.2x and it will progressively drop to 3x from Q1 2027. This caters for the current impacts to LTM EBITDA given the temporary downturn in activity while allowing for an expected market recovery. In addition, as part of cost savings, the Company will reduce the total facility debt ceiling from NOK 2.2bn to NOK 2.0bn. The amendments are subject to final documentation and approvals.
Lock-up
The Company has agreed to a 6 months lock-up, executive management has agreed to a 6 months lock-up with certain exemptions related to tax obligations and Knut Flakk and related companies has agreed to a 6 months lock-up on shares held in the Company. In addition, on 14 August 2025, the Company announced an extension of its alliance agreement with Mitsui & Co. Ltd. ("Mitsui"), conditional on Mitsui maintaining at least a 10% shareholding. In any dilutive transaction, the Company is obliged to negotiate in good faith to allow Mitsui to preserve this minimum stake.
The bookbuilding period in the Private Placement will commence today, on 16 September 2025 at 16:30 CEST and close on 17 September 2025 at 08:00 CEST. The Company and the Managers may, however, at their sole discretion extend or shorten the bookbuilding period, or 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 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 Managers. Allocation may be based on criteria such as perceived investor quality, existing ownership in the Company, price leadership, timeliness of the application, early indication, relative order size, sector knowledge, investment history, and investment horizon. There is no guarantee that any potential investor will be allocated shares.
The Offer Shares is expected to be settled with new shares in the Company to be issued under the existing board authorisation to issue new shares (the "Board Authorisation") granted by the Company's annual general meeting held on 5 May 2025, and delivery versus payment ("DVP") settlement is expected to be facilitated by a pre-funding agreement expected to be entered into between the Company and the Managers (the "Pre-funding Agreement").
The Offer Shares allocated to applicants in the Private Placement will be Tradable following registration of the share capital increase in the Norwegian Register of Business Enterprises (the "NRBE"), which is expected on or about 18 September 2025 (T+1). Settlement is expected to take place on or about 19 September 2025 (T+2) on a DVP basis.
The completion of the Private Placement by allocation and delivery of Offer Shares to investors is subject to (i) all necessary corporate resolutions required to implement the Private Placement being validly made by the Company, including without limitation, the Board resolving to complete the Private Placement, at its sole discretion, including its resolution to issue the Offer Shares pursuant to the Board Authorisation, and (ii) the share capital increase pertaining to the issuance of the Offer Shares being registered with the NRBE. 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 Managers or any of their directors, officers, 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.
Subject to, among other things, completion of the Private Placement, publication of a prospectus and prevailing market price of the Company's shares being higher than the Offer Price as determined by the Board, and potentially also approval by an extraordinary general meeting of the Company (if required), the Board will consider whether it is appropriate to carry out a subsequent offering (the "Subsequent Offering") at the Offer Price. Any such Subsequent Offering, if applicable, and subject to applicable securities laws, shall be directed towards existing eligible shareholders in the Company as of 16 September 2025 (as registered with the VPS two trading days thereafter) who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement and (iii) 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 Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
DNB Carnegie, a part of DNB Bank ASA, Skandinaviska Enskilda Banken AB (publ) and Danske Bank A/S NUF act as joint bookrunners 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.
For more information
David Bandele, CFO, Hexagon Composites
Telephone: +47 920 91 483 | david.bandele@hexagongroup.com
About Hexagon Composites
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 hexagongroup.com and follow @HexagonASA on 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.
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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.
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