Share Issue/Capital Change • Jul 6, 2023
Share Issue/Capital Change
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This information letter (the "Information Letter") has been prepared by Hexagon Composites ASA (the "Company" or "Hexagon Composites") to provide certain information in connection with its planned distribution of shares in Hexagon Purus ASA ("Hexagon Purus") as dividend in kind. This Information Letter is dated 6 July 2023.
This Information Letter has been prepared by the Company solely for information purposes, and does not constitute an offer to sell or a solicitation of an offer to buy, or a recommendation regarding, any securities of the Company or Hexagon Purus. No representation, warranty or undertaking, express or implied, is made by the Company, its affiliates or representatives as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information contained herein, for any purpose whatsoever. Neither the Company nor any of its affiliates or representatives shall have any responsibility or liability for any loss arising from any use of this Information Letter or its contents or otherwise arising in connection with this Information Letter. This Information Letter speaks as of the date hereof. This Information Letter is not a prospectus and has not been reviewed or approved by any regulatory authority, stock exchange or marketplace. The distribution of this Information Letter or other documentation into jurisdictions other than Norway may be restricted by law. Persons into whose possession this Information Letter comes should inform themselves about and observe any such restrictions. The content of this Information Letter is not to be construed as financial, legal, business, investment, tax or other professional advice. Each recipient must make its own independent assessment of the information in the Information Letter and should take its own professional advice in relation thereto.
As announced by the Company in a stock exchange announcement on 7 June 2023, the Company intends to distribute shares in Hexagon Purus as dividend in kind to shareholders of the Company (the "Share Distribution"). As a result of (and subject to completion of) the Share Distribution, the Company's ownership will decrease significantly, and the Company will undertake a noncontrolling ownership in Hexagon Purus. The Company believes that the Share Distribution is in the interest of the shareholders of both the Company and Hexagon Purus, and that:
HEXAGON COMPOSITES ASA
Korsegata 4B 6002 Ålesund, Norway. NO 938 992 185 MVA
T: +47 70 30 44 50 [email protected] www.hexagongroup.com
Certain transitional agreements with limited duration have been entered into in connection with the Share Distribution. Other than this, the Share Distribution does not entail any allocation of rights, obligations, assets, liabilities or similar.
Pursuant to the Norwegian Public Companies Act section 8-2, the distribution of dividends (including dividend in kind) may be resolved by the general meeting of a company or by the board of directors pursuant to an authorization granted by the general meeting.
Hexagon Composites delivers safe and innovative solutions for a cleaner energy future. Its solutions enable storage, transportation, and conversion to clean energy in a wide range of mobility, industrial and consumer applications.
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, refuelling, maritime, rail and aerospace.
Hexagon Composites' Q1 2023 report and its annual report for 2022, which include key figures for the relevant periods, are available here:
Hexagon Purus' Q1 2023 report and its annual report for 2022, which include key figures for the relevant periods, are available here:
Further information about Hexagon Purus is available on Hexagon Purus | Front Page.
HEXAGON COMPOSITES ASA
T: +47 70 30 44 50 [email protected] www.hexagongroup.com
Clean air everywhere
Set out below is a non-exhaustive summary of certain risks which may be relevant for the business of Hexagon Composites and Hexagon Purus, respectively. If any of the following risks were to materialize, individually or together with other circumstances, this could have a material adverse effect on the business, results of operations, cash flows, financial condition and/or prospects of Hexagon Composites and Hexagon Purus. The below overview is a high-level summary of certain selected risks only, and the risks described are as such not the only risks Hexagon Composites and Hexagon Purus may face. Several other risks and uncertainties may also have a material adverse effect on the business, results of operations, cash flows, financial condition and/or prospects of Hexagon Composites and Hexagon Purus. When the term "Group" is used below, it shall mean Hexagon Composites or Hexagon Purus (as applicable) together with consolidated subsidiaries.
Summary of certain selected risk factors - Hexagon Composites Group:
HEXAGON COMPOSITES ASA
Korsegata 4B 6002 Ålesund, Norway. NO 938 992 185 MVA
T: +47 70 30 44 50 [email protected] www.hexagongroup.com
Clean air everywhere
The Group may not be able to successfully protect its intellectual property rights or successfully prevent or restrict infringing activities by third parties in the future.
The Group is exposed to risks of investing in China, including economic, political and social risk.
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