Hexagon Composites ASA: Private placement successfully placed
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7 May 2026 - Oslo, Norway: Reference is made to the stock exchange release from Hexagon Composites ASA ("Hexagon" or the "Company") published on 7 May 2026 regarding a contemplated private placement. The Company announces today that it has raised NOK 550 million in gross proceeds through a private placement (the "Private Placement") of 68,750,000 new shares (the "Offer Shares"), at a price of NOK 8.0 per Offer Share (the "Offer Price"). The Private Placement took place through an accelerated bookbuilding process managed by the joint bookrunners after close of markets on 7 May 2026.
The net proceeds of the Private Placement will be used for (i) proactively strengthening the balance sheet - including partial repayment of the term loan and settlement of the existing cross currency swap, and (ii) general corporate purposes. Subject to completion, the combined effect of the amended bank agreement announced earlier today and the Private Placement is expected to improve the Company's financial flexibility, restore covenant headroom and enhance its capacity to support working capital requirements and operational execution. Together with implemented cost reductions and organizational resizing, these measures position the Company to capture profitable growth during market recovery.
The Private Placement The following members of the Executive Management have been allocated a total of 450,000 Offer Shares:
· Philipp Schramm (CEO): 250,000 Offer Shares · Eirik Løhre (CFO): 93,750 Offer Shares · Eric Bippus (CCO): 62,500 Offer Shares · Brad Garner (CTO): 31,250 Offer Shares · Ashley Remillard (General Counsel): 12,500 Offer Shares
The following members of the Board of Directors have been allocated a total of 162,500 Offer Shares
· Harald Arnet: 125,000 Offer Shares · Mimi Berdal: 37,500 Offer Shares
Settlement Conditional allocation of the Offer Shares the Private Placement has been resolved by the Company's board of directors (the "Board"). Completion and delivery of Offer Shares to investors is subject to (i) all necessary corporate resolutions required to implement the Private Placement being validly made by the Company, including without limitation, the Company's annual general meeting (the "AGM") resolving to issue the Offer Shares, (ii) the allocated Offer Shares having been fully paid, and (iii) the share capital increase pertaining to the issuance of the Offer Shares being registered with the the Norwegian Register of Business Enterprises ("NRBE"). The Private Placement is expected to be settled on a delivery-vs-payment basis (DVP) after the AGM which is expected to be held on or about 4 June 2026, subject to a pre-funding agreement to be entered into between the Company and the Managers. The new shares allocated in the Private Placement are expected to be tradeable on T+1 upon the latter of the registration of the share capital increase in the NRBE and the approval of a listing prospectus, which is expected on or around 5 June 2026. Settlement is expected to take place on or around 8 June 2026. Listing of the Offer Shares is conditional on the approval of the listing prospectus. Notices of conditional allocation of Offer Shares are expected to be distributed to the applicants being allocated Offer Shares in the Private Placement on 8 May 2026. Following registration of the new share capital pertaining to the Private Placement, the Company will have 320,834,496 shares outstanding, each with a par value of NOK 0.10.
The Chairman of the Board, Knut Flakk, has committed to vote in favour of the Private Placement for his associated companies Flakk Composites AS and KTF Finans AS (together controlling approx. 20m shares or 8% of the Company) at the AGM, and has entered a 180 days lock-up agreement in connection with the Private Placement.
Completion of the Private Placement implies a deviation from the pre-emptive rights of the existing shareholders of the Company under the Norwegian Public Limited Companies Act. When resolving the issuance of the Offer Shares in the Private Placement, the Board considered this deviation and also the equal treatment obligations under the Norwegian Public Limited Companies Act and Norwegian Securities Trading Act. The Board is of the opinion that there are sufficient grounds to deviate from the pre-emptive rights and that the Private Placement is in compliance with the equal treatment requirements. By structuring the transaction as a private placement, the Company was able to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue, and to strengthen the Company's shareholder base. The Board has, subject to completion of the Private Placement and certain other conditions, resolved to propose to the AGM that it grants the Board an authorization to carry out a subsequent offering of up to 15,625,000 new shares towards the Company's shareholders as of 7 May 2026 (as registered with the VPS two trading days thereafter) who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement and (iii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the "Subsequent Offering"). The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement. The Subsequent Offering is subject to (i) a prospectus being approved and published, (ii) the prevailing market price of the Company's shares following the Private Placement and (iii) the AGM resolving to authorize the Board to issue new shares for such purpose. The Board may decide that the Subsequent Offering will not be carried out in the event that the Company's shares trade below the subscription price in the Subsequent Offering at adequate volumes. The subscription period for the Subsequent Offering, if any, is expected to commence during June 2026 following the approval and publication of a prospectus.
Danske Bank A/S NUF, DNB Carnegie, a part of DNB Bank ASA and Skandinaviska Enskilda Banken AB (publ) act as joint bookrunners in the Private Placement. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers. Advokatfirmaet Schjødt AS is acting as the Company's legal advisor.
This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act. This information was issued as inside information pursuant to the EU Market Abuse Regulation, and was published by Ingrid Aarsnes, VP ESG & Corporate Compliance, Hexagon Composites ASA, on the date and time provided.
For more information Eirik Løhre, CFO, Hexagon Composites Telephone: +47 909 95 820 | eirik.lohre@hexagongroup.com
About Hexagon Composites 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 hexagongroup.com and follow @HexagonASA on LinkedIn.
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