Hexagon Composites ASA Update on Hexagon Purus spin off

Nachrichtenquelle: globenewswire
23.10.2020, 13:17  |  574   |   |   

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) 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.

Reference is made to the stock exchange by Hexagon Composites ASA (“Hexagon” or the “Company”) on 24 August 2020 regarding the intention to spin off Hexagon Purus and apply for Hexagon Purus’ shares to be admitted to trading on Merkur Market, a multilateral trading facility operated by the Oslo Stock Exchange.

The relevant agreements and other preparatory steps to cause the transfer of Hexagon Purus’ Compressed Natural Gas Light-Duty Vehicle activities to Hexagon have now been concluded (reference is made to the stock exchange release on 19 August 2020 announcing the transfer), and the Company aims to have the Hexagon Purus shares admitted to trading on Merkur Market by year-end 2020, subject to all necessary corporate resolutions being validly made by the Company and approval of the listing application by Oslo Børs (the ”Listing”). In connection with the listing process, the Company intends to distribute shares in Hexagon Purus to the Company’s shareholders within the boundaries for permitted distributions set out in the bond terms for its NOK 1,100,000,000 senior unsecured bond issue, HEX03 - ISIN  NO NO0010846280. The distribution will be relatively limited in size at this juncture due to the limitations imposed by the bond agreement.

An extraordinary general meeting (EGM) in Hexagon has been scheduled for 13 November 2020 (the “EGM”) to authorize the board of directors to approve the proposed distribution. Please see separate stock exchange notice for more details on the EGM.

The Company intends to raise additional growth capital through a private placement in Hexagon Purus (the “Private Placement”) in connection with the Listing.

Carnegie AS and Skandinaviska Enskilda Banken AB (publ) have been mandated as financial advisors to support Hexagon in this process. Advokatfirmaet Schjødt AS acts as the Company's legal advisor. Advokatfirmaet Thommessen AS acts as legal advisor to the financial advisors.

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Disclaimer

Hexagon Composites ASA Update on Hexagon Purus spin off NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR THE UNITED STATES (INCLUDING ITS …

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