Hexagon Purus ASA – Hexagon Purus and Mitsui to deepen strategic partnership – contemplated convertible bond private placement and equity private placement.
Hexagon Purus ASA (“Hexagon Purus” or the “Company”) announcing an investment by Mitsui & Co., Ltd. (“Mitsui”) of NOK 500 million and a Memorandum of Understanding (the “MoU”) for additional investments of up to NOK 1,500 million in the coming years, making Mitsui a long-term strategic partner and over time a significant minority shareholder in Hexagon Purus.
The Company is launching a contemplated offering of i) convertible bonds (the “Convertible Bonds”) to raise gross proceeds of NOK 700-800 million (the “Convertible Bond Private Placement”) and ii) new shares in the Company (the “Offer Shares”) in a private placement to raise gross proceeds of approximately NOK 350-450 million (the “Equity Private Placement”, and together with the Convertible Bond Private Placement, the “Offering”).
The Company has engaged ABG Sundal Collier (“ABGSC”) and BNP PARIBAS (“BNP Paribas”) as joint managers and bookrunners on the Convertible Bond Private Placement and as financial advisers on the Mitsui strategic investment (jointly the “Managers”).
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The Company has also engaged 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”). With respect to Barclays, references herein to the Offering shall mean the Equity Private Placement only.
Mitsui has subscribed for, and will receive allocation of, 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 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 commitment 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.
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 on 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 Offering will be conducted through an accelerated bookbuilding process that will start today, 1 March 2023 at 16:30 (CET) and close on 2 March 2023 at 08:00 (CET). The Company, after consultation with the Managers and the Joint Global Coordinators, reserves the right, at any time and in its sole discretion, to close or extend the bookbuilding period for the Offering on short or no notice, as well as to amend the terms of the Offering.
The completion of the Convertible Bond Private Placement will not be conditional on completion of the Equity Private Placement and vice versa.
Strategic partnership with Mitsui
In conjunction with Mitsui’s investment in the Convertible Bond Private Placement, the Company and Mitsui have signed a renewed and expanded strategic alliance agreement that brings the parties closer together as strategic partners. The Company believes that there are significant business and value creation opportunities for both companies that can be captured through stronger and broader collaboration.
As part of Mitsui’s investment and intention to be a long-term partner and significant minority shareholder in Hexagon Purus, the Company will propose to the general meeting that one representative from Mitsui is elected to the board of directors of Hexagon Purus (the “Board“).
Morten Holum, CEO of Hexagon Purus, said:
We are very proud and honored to finally announce our expanded strategic partnership with Mitsui and their long-term support to Hexagon Purus’ rapid growth journey.
“This agreement is an important step towards solidifying our position as a leading provider and enabler of zero-emission mobility globally. Mitsui’s in-depth knowledge and active role in the hydrogen space and their global presence will contribute to strengthening our offering, expand our global reach and cement our strategic position with our customers”.
Hiroshi Kakiuchi, Managing Director, Chief Operating Officer of Performance Materials Business Unit at Mitsui, said:
We have been a strategic partner for the Hexagon group over the last seven years, and we are very pleased to extend our cooperation through actively supporting Hexagon Purus’ strategic development and in achieving their long-term growth targets.
“Mitsui is a firm believer in Hexagon Purus’ strong technology offering and its key role in enabling the transition to zero-emission mobility in the decades to come. We look forward to continuing leveraging the synergies between Hexagon Purus’ competitive zero-emission solutions and our vast global network”.
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Hexagon Purus ASA – Hexagon Purus and Mitsui to deepen strategic partnership – Contemplated Convertible Bond Private Placement and Equity Private Placement, Oslo, Norway, March 1, 2023
