Hexagon Composites ASA

Contemplated private placement and intention to spin off and list Hexagon Purus - Seite 3

The Spin Off is intended to be completed before year-end 2020, following the transfer of Hexagon Purus’ CNG LDV business to Hexagon’s g-mobility business (reference is made to the stock exchange release on 19 August 2020 announcing the transfer). A portion of the shares in Hexagon Purus is expected to be distributed to existing Hexagon shareholders as a part of the intended listing of Hexagon Purus, with Hexagon remaining the majority shareholder committed to supporting Hexagon Purus industrially on its continued growth journey. After the completion of the Spin Off, the intention is to apply for Hexagon Purus’ shares to be admitted for trade on the Merkur Market, a multilateral trading facility operated by the Oslo Stock Exchange.

For more information about Hexagon Purus, please see the attached presentation.

Carnegie AS and Skandinaviska Enskilda Banken AB (publ) have been mandated as financial advisers to support Hexagon and Hexagon Purus in this process.

The Private Placement

The price in the Private Placement will be determined through an accelerated book building process. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

The book building period for the Private Placement opens today at 16:30 CET and closes on 25 August 2020 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the book building period at their sole discretion and on short notice.

The new shares to be issued in connection with the Private Placement will be issued based on a Board authorization granted by the Company's general meeting held 22 April 2020. The new shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction on a regular T+2 basis by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to a share lending agreement between the Managers, the Company and Flakk Composites AS. The shares delivered to the subscribers are thus expected to be tradable upon delivery.