NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN 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: Reference is made to the stock exchange release from Hexagon Composites ASA ("Hexagon" or the "Company") published on 16 September 2025 regarding a contemplated private placement. The Company announces today that it has raised approximately NOK 590 million in gross proceeds through a private placement (the "Private Placement") of 42,014,080 new shares (the "Offer Shares"), at a price per share of NOK 14 per Offer Share (the "Offer Price"). The Private Placement took place through an accelerated bookbuilding process managed by the joint bookrunners after close of markets on 16 September 2025.
The net proceeds from the Private Placement 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.
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 issue of the Offer Shares allocated in the Private Placement has been resolved by the board of directors (the "Board") pursuant to the 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 will be facilitated by a pre-funding agreement between the Company and the Managers.
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).
Notices of allocation of Offer Shares are expected to be distributed to the applicants being allocated Offer Shares in the Private Placement ("Applicants") on 17 September 2025 (T). Settlement of Offer Shares in the Private Placement is expected to take place on or about 19 September 2025 (T+2) on a DVP basis.
Completion of the Private Placement by delivery of the Offer Shares to Applicants is subject to the registration of the share capital increase in the NRBE.
Following registration of the new share capital pertaining to the Private Placement, the Company will have 252,084,496 shares outstanding, each with a par value of NOK 0.10.
Completion of the Private Placement implies a deviation from the pre-emptive rights of the existing shareholders of the Company under the Norwegian Public Limited Companies Act. When resolving the issuance of the Offer Shares in the Private Placement, the Board considered this deviation and also the equal treatment obligations under the Norwegian Public Limited Companies Act and Norwegian Securities Trading Act. The Board is of the opinion that there are sufficient grounds to deviate from the pre-emptive rights and that the Private Placement is in compliance with the equal treatment requirements. By structuring the transaction as a private placement, the Company was able 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, and to strengthen the Company's shareholder base. Further, the number of Offer Shares to be issued in connection with the Private Placement implies a limited dilution of existing shareholders.
The Board has, subject to completion of the Private Placement and certain other conditions, resolved to carry out a subsequent offering of up to 6,000,000 new shares towards the Company's shareholders 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 "Subsequent Offering"). The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement. The Subsequent Offering is subject to (i) a National Prospectus being registered in the NRBE, (ii) the prevailing market price of the Company's shares following the Private Placement and (iii) approval by an extraordinary general meeting to be convened following completion of the Private Placement. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company's shares trade below the subscription price in the Subsequent Offering at adequate volumes. The subscription period for the Subsequent Offering, if any, is expected to commence during Q4 2025 following the approval of a prospectus.
DNB Carnegie, a part of DNB Bank ASA, Skandinaviska Enskilda Banken AB (publ) and Danske Bank A/S NUF acted as joint bookrunners in the Private Placement. Advokatfirmaet Schjødt AS acted 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 Berit-Cathrin Høyvik, Senior Director Communications, 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
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