Hexagon Composites — Share Issue/Capital Change 2020

Aug 24, 2020

Hexagon Composites ASA: Contemplated private placement and intention to spin off and list Hexagon Purus

Hexagon Composites ASA: Contemplated private placement and intention to spin off and list Hexagon Purus

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

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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 Composites ASA ("Hexagon" or the "Company") announces today that the

Board of Directors has initiated a process with the intention to spin off and

list Hexagon Purus ("e-mobility Business") separately as an independent company

(the "Spin Off").

In preparation for the Spin Off, the Board of Directors has retained Carnegie AS

and Skandinaviska Enskilda Banken AB (publ) as Joint Bookrunners (together the

"Managers") to advise on and effect an undocumented private placement to raise

proceeds of up to NOK 800 million, representing approximately 8.5% of the

outstanding capital of the Company at current share price levels. The private

placement will be directed towards Norwegian and international investors after

the close of Oslo Stock Exchange today (the "Private Placement").

Hexagon Composites is today comprised of solutions across the clean fuels

spectrum. Its business is organized into low emission gas mobility solutions (g-

mobility) and zero emission hydrogen and battery electric mobility solutions (e-

mobility).

The Private Placement will allow the e-mobility Business to be listed with the

required capital to fund its initial development phase, as well as support

general corporate purposes within g-mobility. The intention is that a portion of

the shares in Hexagon Purus will be distributed to Hexagon's shareholders in

connection with a separate listing, with Hexagon retaining majority ownership

after the distribution.

Hexagon plans to remain a significant long-term owner in Hexagon Purus to

support and develop customer and shareholder value.

The Spin Off and listing

The Company considers the intended separation as an important step for

strengthening both Hexagon's g-mobility and e-mobility (Hexagon Purus)

businesses. The Spin Off will unlock further value from an industrial and

financial perspective by creating two focused companies, each with its own

strategic agenda and investment story. The separation will also allow the two

businesses to have individual strategies for future funding, capital allocation

and dividend policy.

After the intended spin off, Hexagon will be a g-mobility-focused company with

attractive profitability and an array of longer-term growth opportunities,

targeting several initiatives to drive low-emission fuel adoption. In the global

push for a decarbonized transport sector, g-mobility is in the fast lane, driven

by new regulations and focused industry initiatives to reduce tailpipe

pollutants and greenhouse gas emissions.

Hexagon Purus will be a pure-play hydrogen and battery electric e-mobility

company attractively positioned to benefit from the tremendous growth that is

expected in the e-mobility market, with the following key highlights:

* In pole position to benefit from game changing market opportunities for

hydrogen and battery electric solutions globally driven by the ongoing ESG

push towards a zero emission society

* Global leader in Type 4 cylinders, a key enabling technology for hydrogen

mobility, set to accelerate growth in an addressable market that is expected

to reach ~USD 7bn in 2030

* Unique hydrogen and battery systems as well as electric drivetrain

integration capabilities meeting OEM standards

* Strong customer relationships -notable early successes with major OEMs in

North America, Europe and Asia

* Established manufacturing footprint with serial production and tier 1 supply

capabilities

* Positioned for significant growth with record-high activity and substantial

expansion potential in China through announced partnership with CIMC ENRIC

"Decarbonization is high on the global agenda. Governments have launched

ambitious plans to decarbonize; many industries face strict targets for reducing

emissions and the renewable energy required to make green hydrogen is growing

more plentiful. In this global push to decarbonize, we see unprecedented

opportunities for hydrogen and battery electric solutions," says Jon Erik

Engeset, CEO Hexagon.

"Hexagon Purus' extensive experience in Type 4 cylinder production, combined

with its deep systems understanding, makes it well-prepared to meet the expected

accelerated demand. Hexagon Purus is already playing a leading role in this

shift toward a zero emission society," continued Engeset.

"Our deep knowhow and long experience with e-mobility technologies, along with

our successful track-record with customers, make Hexagon Purus well suited to

capitalize on the strong momentum in the zero emission space. We are excited to

embark on this journey - with the support of Hexagon - to accelerate the

development of hydrogen and battery electric zero emission mobility solutions

and further unlock the value of Hexagon Purus," says Morten Holum, President

Hexagon Purus.

The Spin Off is intended to be completed before year-end 2020, following the

transfer of Hexagon Purus' CNG LDV business to Hexagon's g-mobility business

(reference is made to the stock exchange release on 19 August 2020 announcing

the transfer). A portion of the shares in Hexagon Purus is expected to be

distributed to existing Hexagon shareholders as a part of the intended listing

of Hexagon Purus, with Hexagon remaining the majority shareholder committed to

supporting Hexagon Purus industrially on its continued growth journey. After the

completion of the Spin Off, the intention is to apply for Hexagon Purus' shares

to be admitted for trade on the Merkur Market, a multilateral trading facility

operated by the Oslo Stock Exchange.

For more information about Hexagon Purus, please see the attached presentation.

Carnegie AS and Skandinaviska Enskilda Banken AB (publ) have been mandated as

financial advisers to support Hexagon and Hexagon Purus in this process.

The Private Placement

The price in the Private Placement will be determined through an accelerated

book building process. 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 applicable regulations,

including the Norwegian Securities Trading Act and ancillary regulations, are

available.

The book building period for the Private Placement opens today at 16:30 CET and

closes on 25 August 2020 at 08:00 CET. The Managers and the Company may,

however, at any time resolve to close or extend the book building period at

their sole discretion and on short notice.

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 are

expected to 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 are thus expected to be tradable upon delivery.

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.