Hexagon Composites — Share Issue/Capital Change 2020

Aug 24, 2020

Hexagon Composites ASA: Private placement successfully completed

Hexagon Composites ASA: Private placement successfully completed

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

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES 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.

Reference is made to the stock exchange release from Hexagon Composites ASA

("Hexagon" or the "Company") published on 24 August 2020 regarding a

contemplated private placement and intention to spin off and list Hexagon Purus.

The Company announces that it has raised approximately NOK 907 million in gross

proceeds through a private placement (the "Private Placement") of 18,329,064 new

shares (the "New Shares"), at a price per share of NOK 49.5. The subscription

price represents a discount of 2% to the market close on 24 August 2020. The

final transaction size of the Private Placement was increased from up to NOK

800 million to 10% of the outstanding share capital (or approximately NOK 907

million at the subscription price) based on substantial demand from high quality

institutional investors in the Nordics and internationally. The book was

multiple times oversubscribed. The Private Placement took place through an

accelerated bookbuilding process managed by Carnegie AS and Skandinaviska

Enskilda Banken AB (publ), acting as Joint Bookrunners (together the "Managers")

after close of markets on 24 August 2020.

The net proceeds of the Private Placement will be used to fund the initial

development phase in Hexagon Purus underpinning the Company's strong commitment

to invest in hydrogen opportunities, as well as support general corporate

purposes within g-mobility.

The new shares to be issued in connection with the Private Placement will be

issued based on a Board authorization granted by the Company's general meeting

held 22 April 2020. The new shares allocated in the Private Placement will be

settled through a delivery versus payment transaction on a regular T+2 basis by

delivery of existing and unencumbered shares in the Company that are already

listed on the Oslo Stock Exchange pursuant to a share lending agreement between

the Managers, the Company and Flakk Composites AS. The shares delivered to the

subscribers will thus be tradable upon delivery. Following registration of the

new share capital pertaining to the Private Placement, the Company will have

201,619,712 shares outstanding, each with a par value of NOK 0.10.

The Company has considered the Private Placement in light of the equal treatment

obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular

no. 2/2014. The Company is of the opinion that the waiver of the preferential

rights inherent in a private placement is, taking into consideration the time,

costs and expected terms of alternative methods of securing the desired funding,

in the common interest of the shareholders of the Company.

For more information, please contact:

David Bandele, CFO, Hexagon Composites ASA

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

(mailto:david.bandele@hexagongroup.com)

Karen Romer, SVP Communications, Hexagon Composites AS

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

(mailto:karen.romer@hexagongroup.com)

About Hexagon Composites ASA

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, industrial and consumer applications, including light-,

medium- and heavy-duty vehicles, ground storage, distribution, marine, rail and

backup power solutions.

About Hexagon Purus

Hexagon Purus, a Hexagon Composites company, enables zero emission hydrogen and

battery electric mobility for a cleaner energy future. Hexagon Purus 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

(FCEV and BEV) including hybrid mobility applications on light, medium and

heavy-duty vehicles, transit buses, ground storage, distribution, marine, rail,

aerospace and backup power solutions.

Learn more at www.hexagongroup.com and follow @HexagonASA on Twitter and

LinkedIn.

Important information:

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

or indirectly, in or into Australia, Canada, Japan 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 of the disclosure requirements

pursuant to 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 the 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

Private Placement 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 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. This information

is subject to the disclosure requirements pursuant to section 5 -12 of the

Norwegian Securities Trading Act.