NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO 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.
OSLO, Norway, June 5, 2026 /PRNewswire/ -- Reference is made to the stock exchange announcement made by Hexagon Composites ASA (the "Company") on 7 May 2026 regarding the successful private placement of 68,750,000 new shares in the Company (the "Private Placement Shares") at a price of NOK 8.00 per share, raising gross proceeds of NOK 550 million (the "PrivatePlacement"), and a potential subsequent offering (the "SubsequentOffering") of up to 15,625,000 new shares in the Company (the "OfferShares") at the same subscription price as in the Private Placement. Reference is further made to the resolutions made by the annual general meeting of the Company held on 4 June 2026 to, inter alia, (i) issue the Private Placement Shares, and (ii) authorize the Board of Directors of the Company to issue up to 15,625,000 Offer Shares in the Subsequent Offering.
Approval and publication of prospectus
The Norwegian Financial Supervisory Authority has today, 5 June 2026, approved a prospectus prepared by the Company for the Subsequent Offering and the listing of the Offer Shares and the Private Placement Shares on Euronext Oslo Børs (the "Prospectus"). The Prospectus, including the subscription form for the Subsequent Offering, will, subject to regulatory restrictions in certain jurisdictions, be made available at www.dnb.no/emisjoner.
The Subsequent Offering
The Subsequent Offering consists of an offer of up to 15,625,000 Offer Shares at a subscription price of NOK 8.00 per Offer Share (being the same subscription price as in the Private Placement), thereby raising gross proceeds of up to NOK 125 million.
The Subsequent Offering will be directed towards shareholders in the Company as of 7 May 2026 (as registered in the VPS on 11 May 2026), who (i) were not included in the pre-sounding phase of the Private Placement; (ii) were not allocated shares in the Private Placement and (iii) are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any prospectus filing, registration or similar action ("EligibleShareholders").
Each Eligible Shareholder will receive 0.12 non-tradeable subscription right (the "SubscriptionRights") for each share held by such Eligible Shareholder in the Company as of the Record Date, rounded down to the nearest whole right. Each Subscription Right will, subject to applicable securities laws, give the preferential right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering. Over-subscription will be permitted, but there can be no assurance that Offer Shares will be allocated for such subscriptions. Subscription without Subscription Rights will not be permitted.
The subscription period for the Subsequent Offering commences on 8 June 2026 at 09:00 (CEST) and, subject to any extension, expires on 19 June 2026 at 16:30 (CEST) (the "SubscriptionPeriod").
The Subscription Rights must be used to subscribe for Offer Shares before the end of the Subscription Period. Subscription Rights which are not exercised before the end of the Subscription Period will have no value and will lapse without compensation to the holder.
Subscriptions for Offer Shares must be made by submitting a correctly completed copy of the subscription form attached to the Prospectus to the Manager during the Subscription Period. Subscribers who are residents of Norway with a Norwegian personal identification number may also subscribe for Offer Shares through the VPS online subscription system (or by following the link on www.dnb.no/emisjoner, which will redirect the subscriber to the VPS online subscription system). Complete information on the terms and conditions of the Subsequent Offering, including subscription procedures, is set out in the Prospectus. Subscriptions may only be made on the basis of the Prospectus.
Advisors
DNB Carnegie, a part of DNB Bank ASA, is acting as manager for the Subsequent Offering (the "Manager"). Advokatfirmaet Schjødt AS is acting as legal counsel to the Company.
For more information
Berit-Cathrin Høyvik, Senior Director, Communications, Hexagon Composites
Telephone: +47 988 92 161 | berit-cathrin.hoyvik@hexagongroup.com
Eirik Løhre, CFO, Hexagon Composites
Telephone: +1 704 777 5171 (US Eastern time zone) | eirik.lohre@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 and industrial applications. Learn more at www.hexagongroup.com and follow @HexagonASA on LinkedIn.
IMPORTANT INFORMATION
This announcement does not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration under the US Securities Act or an available exemption from, or transaction not subject to, the registration requirements of the US Securities Act. There will be no public offering of securities in the United States. 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.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area nor elsewhere. With respect to any Member State of the European Economic Area (each an "EEA Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any EEA Member State. 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
In the United Kingdom, these materials are only being communicated to (a) persons who have professional experience, knowledge and expertise in matters relating to investments and qualifying as "investment professionals" for the purposes of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as "relevant persons") and (b) only in circumstances falling within the circumstances set out in Part 1 of Schedule 1 to The Public Offers and Admissions to Trading Regulations 2024. These materials are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
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", "intend", "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 make 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 not a prospectus. 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. Each of the Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
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.
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