Hexagon Composites — Delisting Announcement 2020

Dec 2, 2020

Hexagon Purus AS: Contemplated private placement and admission to trading on Euronext Growth Oslo

Hexagon Purus AS: Contemplated private placement and admission to trading on Euronext Growth Oslo

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, 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.

Hexagon Purus AS (the "Company" or "Hexagon Purus" or "Purus") has engaged

Carnegie AS and Skandinaviska Enskilda Banken AB (publ) as Joint Bookrunners

(together the "Managers") to advise on and effect a contemplated private

placement of new shares in the Company to raise proceeds of up to NOK 750

million (the "Private Placement"), corresponding to approx. 13.6-15% of the

current share capital in the Company, depending on the final price in the

Private Placement.

The net proceeds from the Private Placement will be used for growth initiatives

and for general corporate purposes.

The price per share in the Private Placement will be determined through a book

building process, limited to the range between NOK 24.8 and NOK 27.3, equivalent

to a pre-money equity value of the Company of NOK 5.0-5.5 billion. The final

offer price will be determined by the Board in consultation with the Managers.

Three cornerstone investors have, subject to certain customary conditions,

undertaken to subscribe for and will be allocated shares throughout the entire

price range in the Private Placement for a total amount of NOK 190 million: i)

Handelsbanken Fonder (NOK 75 million), ii) Delphi Funds (NOK 65 million) and

iii) Storebrand Asset Management (NOK 50 million).

The bookbuilding period in the Private Placement will commence today, 2 December

at 09:00 CET and close on 3 December at 16:30 CET. The Managers and the Company

may, however, at any time resolve to close or extend the bookbuilding period. If

the bookbuilding period is shortened or extended, any other dates referred to

herein may be amended accordingly.

The Company has applied for, and will, subject to successful completion of the

Private Placement and the necessary approvals from the Oslo Stock Exchange, have

its shares admitted to trading on Euronext Growth Oslo, a multilateral trading

facility operated by the Oslo Stock Exchange. The first day of trading on

Euronext Growth Oslo is expected to be shortly after completion of the Private

Placement and is currently expected to be on or about 14 December. Hexagon Purus

intends to change listing venue from Euronext Growth Oslo to the main list of

the Oslo Stock Exchange within 12-18 months, subject to the fulfilment of

relevant requirements.

The Private Placement will be directed towards Norwegian and international

investors, in each case subject to an exemption being available from offer

prospectus requirements and any other filing or registration requirements in the

applicable jurisdictions and subject to other selling restrictions. The minimum

application and allocation amount have been set to the NOK equivalent of EUR

100,000. The Company may, however, at its sole discretion, allocate an amount

below EUR 100,000 to the extent applicable exemptions from the prospectus

requirement pursuant to the Norwegian Securities Trading Act and ancillary

regulations are available.

Completion of the Private Placement is subject to (i) all necessary corporate

resolutions for consummating the Private Placement being validly made by the

Company, including without limitation relevant approvals and resolutions by the

Board of Directors and the Company's general meeting and (ii) the Offer Shares

having been validly issued (by registration of the share capital increase

pertaining to the issuance of the Offer Shares in the Norwegian Register of

Business Enterprises) and delivered in the VPS.

Hexagon Purus in brief

Hexagon Purus, a Hexagon Composites company, is a world leading provider of

hydrogen type 4 high-pressure cylinders, battery packs and vehicle systems

integration for fuel cell electric and battery electric vehicles. Hexagon Purus

enables zero emission solutions for light, medium and heavy-duty vehicles,

buses, ground storage, distribution, marine, rail, aerospace and backup power

solutions.

Advisors

Carnegie AS and Skandinaviska Enskilda Banken AB (publ) are acting as financial

advisors and Joint Bookrunners in connection with the private placement and

listing. Advokatfirmaet Schjødt AS is acting as the Company's legal advisor.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers.

For more information, please contact:

Morten Holum, CEO, Hexagon Purus

Telephone: +47 995 09 930 | morten.holum@hexagongroup.com

David Bandele, CFO, Hexagon Composites

Telephone: +47 920 91 483 | david.bandele@hexagongroup.com

Karen Romer, SVP, Hexagon Composites

Telephone: +47 950 74 950 | karen.romer@hexagongroup.com

Important information:

The release is not for publication or distribution, in whole or in part directly

or indirectly, in or into Australia, Canada, Japan Hong Kong or the United

States (including its territories and possessions, any state of the United

States and the District of Columbia). This release is an announcement issued

pursuant to legal information obligations, and is subject to the disclosure

requirements of section 5-12 of the Norwegian Securities Trading Act. It is

issued for information purposes only, and does not constitute or form part of

any offer or solicitation to purchase or subscribe for securities, in the United

States or in any other jurisdiction. The securities mentioned herein have not

been, and will not be, registered under the United States Securities Act of

1933, as amended (the "US Securities Act"). The securities may not be offered or

sold in the United States except pursuant to an exemption from the registration

requirements of the US Securities Act. The Company does not intend to register

any portion of any offering of the securities in the United States or to conduct

a public offering of the securities in the United States. Copies of this

announcement are not being made and may not be distributed or sent into

Australia, Canada, Japan or the United States.

The issue, subscription or purchase of shares in the Company is subject to

specific legal or regulatory restrictions in certain jurisdictions. Neither the

Company nor the Managers assume any responsibility in the event there is a

violation by any person of such restrictions. The distribution of this release

may in certain jurisdictions be restricted by law. Persons into whose possession

this release comes should inform themselves about and observe any such

restrictions. Any failure to comply with these restrictions may constitute a

violation of the securities laws of any such jurisdiction.

The Managers are acting for the Company and no one else in connection with the

Listing and potential Private Placement in Purus, and will not be responsible to

anyone other than the Company providing the protections afforded to their

respective clients or for providing advice in relation to the Listing and

Private Placement and/or any other matter referred to in this release.

Forward-looking statements: This release and any materials distributed in

connection with this release may contain certain forward-looking statements. By

their nature, forward-looking statements involve risk and uncertainty because

they reflect the Company's current expectations and assumptions as to future

events and circumstances that may not prove accurate. A number of material

factors could cause actual results and developments to differ materially from

those expressed or implied by these forward-looking statements.