Hexagon Purus ASA - Capital raise successfully completed

01 Mar 2023 23:25 CET

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DISTRIBUTION WOULD BE UNLAWFUL.

(Oslo, Norway, 1 March 2023): Reference is made to the stock exchange
announcement from Hexagon Purus ASA ("Hexagon Purus" or the "Company") published
1 March 2023 at 16:38 (CET) whereby the Company announced a contemplated
offering of i) convertible bonds (the "Convertible Bond Private Placement") and
ii) an equity private placement (the "Equity Private Placement", and together
with the Convertible Bond Private Placement, the "Offering").

The Company hereby announces that the Offering has been successfully completed,
raising total gross proceeds of approximately NOK 1,300 million. The Offering
comprises of the Equity Private Placement raising gross proceeds of
approximately NOK 500 million through the issuance of 18,518,519 new shares (the
"New Shares") at a price of NOK 27.00 and the Convertible Bond Private
Placement, raising gross proceeds of approximately NOK 800 million (the
"Convertible Bonds"). The Offering attracted strong interest from Nordic and
international institutional long-only investors and was multiple times
oversubscribed. The Offering took place through a bookbuilding process managed
by ABG Sundal Collier ("ABGSC") and BNP PARIBAS ("BNP Paribas") as joint lead
managers, joint global coordinators and joint bookrunners on the Convertible
Bond Private Placement and as financial advisers on the Mitsui strategic
alliance (jointly the "Managers") and ABGSC, Barclays Bank Ireland PLC
("Barclays") and BNP PARIBAS as joint global coordinators and joint bookrunners
in the Equity Private Placement (jointly the "Joint Global Coordinators").

The net proceeds from the Offering will be used to support the Company's growth
trajectory, including its ongoing global capacity expansion program and its
financial targets for 2025, which were set out during the Company's Capital
Markets Day in 2022, and restated on 1 November 2022 during the Company's
interim report for the third quarter of 2022. In addition, the Offering will
broaden the Company's institutional investor base, while also serving as a
platform for the contemplated up-listing to the main list of the Oslo Stock
Exchange, which is currently expected to take place by the end of March 2023.

The Convertible Bonds are structured as a 5-year senior unsecured convertible
bond with a 6% fixed interest rate payable semi-annually in kind (i.e. through
issuance of additional bonds). The conversion price per common share in the
Company for the Convertible Bonds has been set to NOK 33.75, which is a 25%
premium to the offer price for the New Shares.

In the Offering, Mitsui & Co., Ltd. ("Mitsui") subscribed for, and was
allocated, NOK 500 million in the Convertible Bond Private Placement. In
addition, Mitsui has entered into a deeper strategic alliance with the Company
and has signed a Memorandum of Understanding (the "MoU") whereby Mitsui intends
to participate as an anchor investor in future capital raises for the years to
come and become a long-term significant minority shareholder in the Company. The
non-binding MoU expresses the parties' joint intentions and has a total monetary
scope of up to NOK 2,000 million, including the NOK 500 million subscription in
the Convertible Bond Private Placement. Future investments from Mitsui will be
subject to, among other things, the Company's fulfilment of commercial and
operational milestones agreed between the parties in good faith.

Completion of the Convertible Bond Private Placement and issuance of the
Convertible Bonds is subject to an approval at an extraordinary general meeting
which is expected to be arranged on or about 16 March 2023 (the "EGM"). The
Convertible Bonds is therefore contemplated settled and delivered to investors
after completion of the EGM.

Completion of the Equity Private Placement and the issuance of the New Shares
were resolved by the Board of Directors of the Company (the "Board") at a Board
meeting held today pursuant to an authorisation to increase the share capital
granted to the Board by the Company's annual general meeting on 27 April 2022.
Following completion of the Equity Private Placement, the Company's share
capital will be NOK 27,679,745.6 divided into 276,797,456 shares, each with a
par value of NOK 0.1. Delivery versus payment settlement of the New Shares will
be facilitated by existing and unencumbered shares in the Company being borrowed
by the Joint Global Coordinators from Hexagon Composites ASA ("Hexagon
Composites") pursuant to a share lending agreement between Hexagon Composites
and the Company. The New Shares will thus be tradable from allocation. The Joint
Global Coordinators will settle the share loan with new shares in the Company to
be issued pursuant to the resolution of the Board referred to above.

The Equity Private Placement represents a deviation from the shareholders' pre-
emptive right to subscribe for the New Shares. The Board has considered the
Equity Private Placement in light of the equal treatment obligations under the
Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act,
the rules on equal treatment under Oslo Rule Book II for companies listed on
Oslo Børs and Oslo Børs' Guidelines on the rule of equal treatment, and deems
that the Private Placement is in compliance with these obligations. The Board is
of the view that it has been in the common interest of the Company and its
shareholders that the equity raise was structured as a private placement, in
particularly considering the current market conditions and the growth
opportunities that are available to the Company, as well as to facilitate for
the uplisting to the main list on the Oslo Stock Exchange by end of March 2023.
By structuring the equity raise as a private placement, the Company has been
able to raise equity efficiently, and at a lower cost and with a significantly
reduced completion risk compared to a rights issue. The Board will consider
carrying out a subsequent offering of up to 2,750,000 new shares towards the
Company's shareholders as of 1 March 2023 (as documented by the shareholder
register in the Norwegian Central Securities Depository (VPS) as of the end of
3 March 2023) who i) were not allocated shares in the Private Placement (the
"Subsequent Offering") and ii) 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. Hexagon
Composites has waived its right to participate in 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 the
publication of a prospectus approved by the Norwegian Financial Supervisory
Authority and the prevailing market price of the Company's shares following the
Private Placement. 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.

Advisors

ABGSC and BNP PARIBAS acted as joint lead managers, joint global coordinators
and joint bookrunners on the Convertible Bond Private Placement and as financial
advisers on the Mitsui strategic investment. ABGSC, Barclays and BNP PARIBAS
acted as joint global coordinators and joint bookrunners in the Equity Private
Placement.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers and
Joint Global Coordinators.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and was published by Berit-Cathrin Høyvik, Director of
Communications of Hexagon Composites ASA, on 1 March 2023 at 23:23 (CET).

For further information:

Salman Alam, Senior Vice President Corporate Development, Hexagon Purus
Telephone: +47 476 12 713 | salman.alam@hexagonpurus.com
(mailto:salman.alam@hexagonpurus.com)

Mathias Meidell, Investor Relations Director, Hexagon Purus
Telephone: +47 909 82 242 | mathias.meidell@hexagonpurus.com
(mailto:mathias.meidell@hexagonpurus.com)

About Hexagon Purus

Hexagon Purus, a Hexagon Composites company, 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, refueling,
maritime, rail and aerospace.

Learn more at www.hexagonpurus.com (http://www.hexagonpurus.com) and follow
@HexagonPurus on Twitter and LinkedIn.

Important Notices

No prospectus will be made available in connection with the matters contained in
this announcement and no such prospectus is required (in accordance with the
Prospectus Regulation) to be published.

This announcement and does not constitute an offer to sell, or the solicitation
of an offer to purchase, any securities of the Company. Copies of this
announcement are not being made and may not be distributed or sent in or into
any jurisdiction in which such distribution would be unlawful or would require
registration or other measures.

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. 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.

This announcement is not a prospectus within the meaning of 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) (the
"Prospectus Regulation"). In any Member State, this communication is only
addressed to and is only directed at qualified investors in that Member State
within the meaning of the Prospectus Regulation.

In the United Kingdom, this communication is only addressed to and is only
directed at qualified investors within the meaning of the Prospectus Regulation
as it forms part of U.K. law by virtue of the European Union (Withdrawal) Act
2018  who (i) are 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) are persons falling within Article 49(2)(a) to
(d) of the Order (high net worth companies, unincorporated associations, etc.)
(all such persons together being referred to as "Relevant Persons"). These
materials are directed only at Relevant Persons and must not be acted on or
relied on by persons who are not Relevant Persons. Any investment or investment
activity to which this announcement relates is available only to 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. This
communication is not being made, and this communication has not been approved,
by an authorised person for the purposes of section 21 of the Financial Services
and Markets Act 2000, as amended (the "FSMA"). Accordingly, this communication
is not being distributed to, and must not be passed on to, the general public in
the United Kingdom or to persons in the United Kingdom save in circumstances
where section 21(1) of the FSMA does not apply.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, the Hong Kong special administrative region of the People's
Republic of China, South Africa, New Zealand, Japan or the United States or any
other jurisdiction in which such release, publication or distribution would be
unlawful, and it does not constitute an offer or invitation to subscribe for or
purchase any securities in such countries or in any other jurisdiction.

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", "intends", "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 Managers or the Joint Global Coordinators (as applicable) are 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 Managers or
the Joint Global Coordinators (as applicable) nor any of their respective
affiliates directors, officers, employees, advisers or agents 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, and nothing contained herein is, or shall be relied
upon as, a promise or representation by the Managers or the Joint Global
Coordinators (as applicable) in this respect, whether as to the past or future.

The Managers and the Joint Global Coordinators (as applicable) disclaim, to the
fullest extent permitted by applicable law, any and all liability whether
arising in tort, contract or otherwise which they might otherwise be found to
have in respect of this announcement or any such statement.

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
Managers or the Joint Global Coordinators (as applicable)nor any of their
respective affiliates accepts any liability arising from the use of this
announcement.

Each investor shall be deemed to acknowledge that (a) it may not rely on any
investigation that the Managers or the Joint Global Coordinators (as applicable)
and the Company or any of their respective affiliates or any persons acting on
their respective behalves may have conducted with respect to the offering of
securities or the Company; (b) it has conducted its own investigation with
respect to the offering of securities and the Company and any purchase will be
made on the basis of publicly available information; (c) it has made its own
assessment and has satisfied itself concerning the relevant tax, legal, currency
and other economic considerations relevant to its investment in the securities;
and (d) it has received all information which it believes is necessary or
appropriate in connection with its purchase of the securities. Each investor
shall be deemed to confirm that it has such knowledge and experience in
financial and business matters as to be capable of evaluating independently the
merits, risks and suitability of the prospective investment in the securities,
and that it and any accounts for which it is acting are each able to bear the
economic risk of the prospective investment and can afford the complete loss of
such investment.

In connection with the Offering, the Managers and the Joint Global Coordinators
(as applicable) and any of their affiliates, acting as investors for their own
accounts, may enter into asset swaps, credit derivatives or other derivative
transactions relating to the securities and/or subscribe for or purchase shares
or other securities in the Company and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such shares and
other securities of the Company or related investments in connection with the
Offering or otherwise. Accordingly, references in any subscription materials to
the shares being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, such Manager and any of their affiliates
acting as investors for their own accounts. The Managers and the Joint Global
Coordinators (as applicable) or any of their respective affiliates may from time
to time hold long or short positions in or buy and sell such securities or
derivatives or the underlying shares. The Managers and the Joint Global
Coordinators (as applicable) do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

Information to Distributors (Equity Placement)

Solely for the purposes of the product governance requirements of Directive
2014/65/EU on markets in financial instruments, as amended ("MiFID II"),
Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II and local implementing measures, and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the Product Governance Requirements) may otherwise have with
respect thereto, the securities have been subject to a product approval process,
which has determined that such securities  are: (i) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price of the
securities may decline and investors could lose all or part of their investment;
the securities offer no guaranteed income and no capital protection; and an
investment in the securities is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market Assessment
is without prejudice to any contractual, legal or regulatory selling
restrictions in relation to the Offer. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Global Coordinators will
only procure investors who meet the criteria of professional clients and
eligible counterparties. For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the securities. Each distributor is
responsible for undertaking its own target market assessment in respect of the
securities and determining appropriate distribution channels.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the New Shares.
Each distributor is responsible for undertaking its own target market assessment
in respect of the New Shares and determining appropriate distribution channels.

Information to Distributors (Convertible Bonds)

Solely for the purposes of the product governance requirements contained within:
(a) EU Directive 2014/65/EU on markets in financial instruments, as amended
("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II; and (c) local implementing measures (together,
the "MiFID II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Convertible Bonds
have been subject to a product approval process, which has determined that: (i)
the target market for the Convertible Bonds is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the Convertible Bonds to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling
or recommending the Convertible Bonds (a "distributor") should take into
consideration the manufacturer's target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Convertible Bonds (by either adopting or
refining the manufacturer's target market assessment) and determining
appropriate distribution channels. The target market assessment is without
prejudice to the requirements of any contractual or legal selling restrictions
in relation to any offering of the Convertible Bonds and/or the underlying
shares. For the avoidance of doubt, the target market assessment does not
constitute: (a) an assessment of suitability or appropriateness for the purposes
of MIFID II; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any action whatsoever with respect to the
Convertible Bonds.

The Convertible Bonds are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any
retail investor in the EEA or the United Kingdom (the "UK"). For these purposes,
a "Retail Investor" means (a) in the EEA, a person who is one (or more) of: (i)
a retail client as defined in point (11) of Article 4(1) of MIFID II; (ii) a
customer within the meaning of Directive (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of article 4(1) of MIFID II; or
(iii) not a Qualified Investor as defined in the Prospectus Regulation and (b)
in the UK, a person who is one (or more) of (i) a retail client within the
meaning of Regulation (EU) No. 2017/565 as it forms part of UK domestic law by
virtue of the EUWA or (ii) a customer within the meaning of the provisions of
the FSMA and any rules or regulations made under the FSMA to implement Directive
(EU) 2016/97, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of regulation (EU) No. 600/2014 as it forms
part of UK domestic law by virtue of the EUWA. Consequently, no key information
document required by Regulation (EU) No. 1286/2014 (the "EU PRIIPs Regulation")
or the EU PRIIPS Regulation as it forms part of UK domestic law by virtue of the
EUWA (the "UK PRIIPS Regulation") for offering or selling the Convertible Bonds
or otherwise making them available to retail investors in the EEA or the UK has
been prepared and therefore offering or selling the Convertible Bonds or
otherwise making them available to any retail investor in the EEA or the UK may
be unlawful under the EU PRIIPs Regulation and/or the UK PRIIPs Regulation.

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