Höegh Autoliners ASA – Successfully Completed Private Placement
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, THE UNITED KINGDOM, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 25 August 2026: Reference is made to the stock exchange announcement by Höegh Autoliners ASA (the "Company") published on 25 August 2026 regarding a contemplated private placement of new shares in the Company through an accelerated bookbuilding process (the "Private Placement").
The Company is pleased to announce that the bookbuilding for the Private Placement has been successfully completed, raising gross proceeds to the Company of NOK 1,420 million (approximately USD 152 million), through the allocation of 8,500,000 new shares (the “Offer Shares”), each at a subscription price of NOK 167 per Offer Share (the "Offer Price").
The Private Placement attracted strong demand from existing shareholders and other large institutional investors, and the book was multiple times oversubscribed.
The Company is expanding its newbuilding programme to strengthen its leading position in the deep-sea RoRo segment. The Company has entered into shipbuilding contracts for six additional Aurora Class vessels at highly attractive terms, with deliveries between 2029 and 2031, and has secured options for a further four Aurora Class vessels, at the same contract price. Please refer to the stock exchange announcement made by the Company on 25 August 2026 for further information.
The net proceeds from the Private Placement will, together with debt financing, be used to fully finance the newbuilding programme. The placement is intended to align shareholders with major investment decisions and ensure resilient capacity cost with minimal impact to existing capital allocation. Hence, the Company's dividend policy remains unchanged: the Company intends to continue to distribute available cash generation above a targeted minimum cash balance, assessed at the end of each quarter. Any declaration of dividends is at the discretion of the Board of Directors, taking outlook and the Company’s financial position into account.
The share capital increase pertaining to the Private Placement and the issuance of the Offer Shares were adopted by the board of directors pursuant to an authorisation granted by the Company's annual general meeting held on 27 May 2026 (the "Authorisation"). Notifications of allotment of the Offer Shares and payment instructions are expected to be distributed to the applicants through a notification from the Managers (as defined below) on or about 26 August 2026.
Settlement of the Offer Shares is expected to take place on or about 28 August 2026. The Offer Shares allocated in the Private Placement will be settled on a delivery-versus-payment ("DVP") basis using existing and unencumbered shares in the Company that are already listed on Euronext Oslo Børs, pursuant to a share lending agreement entered into between the Company, the Managers and Leif Höegh & Co AS (the "Share Lending Agreement"). As a result, the Offer Shares will be tradable on Euronext Oslo Børs immediately following notification of allocation. The Managers will settle the Share Lending Agreement with new shares in the Company to be issued by the board of directors pursuant to the Authorisation.
Following registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the Company will have a share capital of NOK 199,269,749 divided into 199,269,749 shares, each with a nominal value of NOK 1.00.
Certain close associates to primary insiders of the Company participated in the Private Placement as further set out in the attached notifications of transactions. In addition, Leif Höegh & Co AS, a close associate to certain primary insiders, has lent out 5,436,600 shares to facilitate settlement of the Offer Shares, as set out in the attached notification of transaction, and thereby temporarily reduces its holding to 63,313,400 shares, equal to approx. 33.19% of the shares and votes in the Company prior to registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises. Following registration of the share capital increase and return of the 5,436,600 lent out shares and receipt of the 3,063,400 allocated shares in the Private Placement, Leif Höegh & Co AS will hold 71,813,400 shares, equal to approx. 36.04% of the shares and votes in the Company after registration of the share capital increase.
Equal treatment of shareholders The Private Placement represents a deviation from the shareholders' preferential right to subscribe for the Offer Shares. The board of directors has carefully considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Securities Trading Act and the Norwegian Public Limited Liability Companies Act, and the board of directors is of the opinion that it is in compliance with these principles. A private placement enables the Company to raise equity efficiently and in a timely manner under the current market conditions, with the pricing to be determined through a bookbuilding, at a lower cost and with significantly reduced completion risk compared to a rights issue. Accordingly, the board of directors is of the view that the Private Placement is in the common interest of the Company and its shareholders and is in compliance with the requirements relating to equal treatment as set out in Section 5-14 of the Norwegian Securities Trading Act. Further, in light of the above and the results of the bookbuilding in the Private Placement, the board of directors has decided to not carry out any subsequent repair offering. In reaching this conclusion, the board of directors has considered, in particular, that the Offer Price in the Private Placement was set on basis of an accelerated bookbuilding, the size of the Private Placement and the current price of the Company's shares.
Advisors ABG Sundal Collier ASA is acting as sole global coordinator and joint bookrunner (the "Global Coordinator"), and DNB Carnegie, a part of DNB Bank ASA, and Pareto Securities AS are acting as joint bookrunners (together with the Global Coordinator, the "Managers"), in the Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in the Private Placement.
This stock exchange announcement was published by My Linh Vu at the time and date stated above, includes inside information pursuant to Article 7 of the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Article 19 of MAR as well as Sections 4-2 and 5-12 of the Norwegian Securities Trading Act.
For further information, please contact: Investor Relations ir@hoegh.com
About Höegh Autoliners ASA: Höegh Autoliners is a leading global provider of RoRo (Roll On Roll Off) transportation services delivering cars, high and heavy and breakbulk cargoes across the world. The Company operates around 40 RoRo vessels in global trade systems and makes more than 2 000 port calls each year. Our purpose is to develop innovative solutions for greener and more sustainable deep sea transportation. We are on a path to a zero emissions future and are working closely with customers and partners to achieve this. Höegh Autoliners has its head office in Oslo, Norway and employs around 460 people in its 16 offices worldwide and around 1 200 seafarers.
IMPORTANT INFORMATION This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the US Securities Act, and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act and in accordance with applicable US state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act and "major US institutional investors" as defined in Rule 15a-6 under the United States Exchange Act of 1934.
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 2017/1129, as amended, together with any applicable implementing measures in any Member State. This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
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 "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" 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.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulations and the potential impact of legal proceedings and actions. 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 Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their affiliates makes 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 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 in the Company. Neither the Managers nor any of their affiliates accepts any liability arising from the use of this announcement.