Hexagon Purus ASA: Contemplated private placement and trading update

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.

Hexagon Purus ASA (“Hexagon Purus” or the “Company“) has retained ABG Sundal Collier ASA as Global Coordinator and Joint Bookrunner, and Arctic Securities AS and Danske Bank, Norwegian Branch as Joint Bookrunners (together, the “Managers“) to advise on and effect a private placement of new ordinary shares in the Company (the “Offer Shares“) to raise gross proceeds of approximately NOK 1,000 million (the “Private Placement“). The offer price per Offer Share in the Private Placement (the “Offer Price“) and the final number of Offer Shares to be issued 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 from the Private Placement will be used to finance the Company’s business plan and are intended to fully fund the company well past the point of cash flow break-even. With the multi-year capacity expansion program close to completion, the Company now has sufficient capacity to cover the expected growth over the next few years. The Company’s focus for the coming years will be to optimize the utilization of existing capacity, drive operational improvements and profitability, and minimize further capital spend.

The following investors (the “Pre-committing Investors“) have undertaken to apply for and will be allocated Offer Shares in the following approximate amounts:

• Hexagon Composites ASA: NOK 383 million
• Mitsui & Co., Ltd.: NOK 250 million

The following members of the executive management team will subscribe for Offer Shares in the Private Placement in the following amounts:

• Morten Holum, CEO: NOK 500,000
• Salman Alam, CFO: NOK 500,000
• Michael Kleschinski, EVP Hydrogen Mobility & Infrastructure: NOK 300,000
• Todd Sloan, EVP Battery Systems & Vehicle Integration: NOK 300,000
• Anne Lise Hjelseth, EVP People & Culture: NOK 300,000
• Heiko Chudzick, EVP Operations: NOK 200,000

In order to facilitate preparations for the listing of the Offer Shares in Tranche 2 (as defined below) and a potential Subsequent Offering (as defined below), the Board of Hexagon Purus has decided to move the reporting date for the Company’s Q3 2024 quarterly report to 28 November 2024. In the absence of Q3 2024 reporting in the near term, Hexagon Purus has decided to provide the below preliminary, estimated and unaudited figures for Q3 2024. The figures reflect estimates as of the date hereof and may be subject to change:

• Q3 2024 revenue of approximately NOK 544 million. In the quarter, revenue from the Hydrogen Infrastructure & Mobility (HMI) segment amounted to approximately NOK 514 million, while revenue from the Battery Systems & Vehicle Integration (BVI) segment amounted to approximately NOK 29 million
• Q3 2024 EBITDA of approximately NOK -51 million. In the quarter, EBITDA in the HMI segment amounted to approximately NOK 11 million, while EBITDA in the BVI segment amounted to approximately NOK -21 million
• Q3 2024 cash flow from operations of approximately NOK -115 million
• Ending Q3 2024 cash balance of approximately NOK 269 million
• Ending Q3 2024 firm order backlog of approximately NOK 913 million

The preliminary, estimated and unaudited figures for Q3 2024 stated above includes the effect of the reimbursement payment from Daimler Truck North America as mentioned in the stock exchange release issued by the Company on 4 October 2024. The Company maintains its financial guidance for 2024 and still expects revenue growth of at least 50% year-over-year for 2024, and a significant year-over-year
improvement in the Company’s EBITDA margin. For 2025, based on preliminary estimates, the Company expects revenue growth of at least 50% year-over-year and continued significant improvement in EBITDA margin. The Company expects to reach EBITDA break-even and be cash flow positive during 2026.

The bookbuilding period in the Private Placement will commence today, 30 October 2024 at 16:30 CET and close on 31 October 2024 at 08:00 CET. The Managers and the Company 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 Offer Shares will be allocated in two tranches as follows: (i) one tranche with up to 55,541,400 Offer Shares (“Tranche 1“), to be issued pursuant to the board authorization granted by the annual general meeting of the Company held on 16 April 2024 (the “Board Authorization“) and limited to 20% of the outstanding shares in the Company that can be listed without issuance of a listing prospectus; and (ii) a second tranche with a number of Offer Shares which results in a total transaction (i.e. both tranches) equal to the final offer size (“Tranche 2“). The issuance of Offer Shares in Tranche 2 will be subject to approval by an extraordinary general meeting of the Company expected to be held on or about 22 November 2024 (the “EGM“). The Pre-committing Investors will receive all or a substantial proportion of their allocation in Tranche 2 which will be conditional upon approval by the EGM.

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 U.S. Securities Act of 1933 (the “U.S. Securities Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the U.S. 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 U.S. 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 Managers and based on allocation criteria included in the transaction documentation.  

Offer Shares allocated in Tranche 1 are expected to be settled on or around 4 November 2024 through a delivery versus payment (DVP) transaction on a regular T+2 basis by delivery of new shares issued pursuant to the Board Authorization. Offer Shares allocated in Tranche 1 will be tradable after share capital registration with the Norwegian Register of Business Enterprises, expected shortly after allocation, on or about 1 November 2024 (T+1). The Offer Shares in Tranche 1 are expected to be pre-paid by the Managers pursuant to a pre-payment agreement (the “Pre–Payment Agreement“) expected to be entered into between the Company and the Managers, in order to facilitate prompt registration of the share capital increase pertaining to the issue of the Offer Shares in Tranche 1 with the Norwegian Register of Business Enterprises and DVP settlement.

Offer Shares allocated in Tranche 2 are expected to be settled on or around 27 November 2024, subject to due payment having been received and the conditions for completion of Tranche 2 having been met, including Tranche 2 having been approved by the EGM.

Completion of the Private Placement is subject to (i) the Board of the Company resolving to consummate the Private Placement and allocate the Offer Shares, and the other corporate resolutions of the Company required to implement the Private Placement, including issue of the Offer Shares, being validly made (i.e. completion of Tranche 1 is subject to a resolution by the Board to issue the Offer Shares in Tranche 1 pursuant to the Board Authorization, and completion of Tranche 2 is subject to a resolution by the EGM to issue the Offer Shares in Tranche 2), (ii) the Pre-Payment Agreement  being entered into and remaining in full force and effect; and (iii) the share capital increases pertaining to the issuance of the allocated Offer Shares being validly registered with the Norwegian Register of Business Enterprises and the allocated Offer Shares being validly issued and registered in the Norwegian Central Securities Depository – Euronext Securities Oslo (VPS). The Private Placement as a whole (including Tranche 1), or only Tranche 2, may be cancelled if the relevant conditions are not fulfilled and may be cancelled by the Company in its sole discretion for any other reason.

The Board has considered the structure of the contemplated capital raise and the allocation to the Pre-Committing Investors 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 meet its requirements to raise capital in an efficient manner, and with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. 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.

Subject to, inter alia, completion of the Private Placement, relevant corporate resolutions, including approval by the Board, prevailing market price of the Company’s shares and approval of a prospectus, the Board may consider carrying out a subsequent offering (the “Subsequent Offering“) of new shares at the same subscription price as the Private Placement and otherwise in line with market practice. Shareholders who were allocated shares in the Private Placement will not be eligible to participate in the Subsequent Offering. Further information on any Subsequent Offering will be given in a separate stock exchange release when available. Notwithstanding the above, the Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.

ABG Sundal Collier ASA is acting as Global Coordinator and Joint Bookrunner, and Arctic Securities AS and Danske Bank, Norwegian Branch as Joint Bookrunners in the Private Placement. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

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 Mathias Meidell, Director, Investor Relations of Hexagon Purus ASA, on 30 October 2024 at 16:30 (CET).

For further information:

Salman Alam, CFO, Hexagon Purus 
Telephone: +47 476 12 713 | salman.alam@hexagonpurus.com 

Mathias Meidell, Investor Relations Director, Hexagon Purus 
Telephone: +47 909 82 242 | mathias.meidell@hexagonpurus.com

About Hexagon Purus
Hexagon Purus enables zero emission mobility for a cleaner energy future. The company is a world leading provider of hydrogen Type 4 high-pressure cylinders and systems, battery systems and vehicle integration solutions for fuel cell electric and battery electric vehicles. Hexagon Purus’ products are used in a variety of applications including light, medium and heavy-duty vehicles, buses, ground storage, distribution, refueling, maritime, rail and aerospace.

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.

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act