Hydrogen Economy – HydrogenPro ASA – Secures NOK 70 million from existing investors and conditionally NOK 70 million from new strategic partner
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OSLO, Norway, Dec. 23, 2024 /PRNewswire/ — HydrogenPro ASA (OSE: HYPRO): HydrogenPro ASA (“HydrogenPro” or the “Company“) has secured approx. NOK 70 million in new equity through a private placement of new shares (the “Private Placement“) towards its existing shareholders ANDRITZ AG (“ANDRITZ“) and Mitsubishi Heavy Industries, Ltd. (“MHI“). The Company is further pleased to announce that it has entered into an investment agreement (the “Investment Agreement“) regarding a conditional equity investment of approx. NOK 70 million (the “LONGi Investment“) by LONGi Hydrogen Technology (Xi’an) Co., Ltd. (“LONGi Hydrogen“) and a cooperation agreement (the “Cooperation Agreement“) with LONGi Hydrogen. Thus, provided successful completion of the LONGi Investment, the total gross proceeds to the Company from the Private Placement and the LONGi Investment amount to approx. NOK 140 million. The subscription price in the Private Placement and LONGi Investment is NOK 5.50 per share (compared to NOK 4.50 per share as of close on 20 December 2024).
LONGi Hydrogen is engaged in the development and manufacturing of green hydrogen equipment and solutions. It is a holding subsidiary of LONGi Green Energy Technology Co., Ltd., a world leader in solar PV products and solutions, listed on the Shanghai Stock Exchange.
Jarle Dragvik, CEO of HydrogenPro, comments:
We are grateful for the trust and vote of confidence from our two largest industrial shareholders.
“Over the past few years, we have demonstrated the importance of our strong partnerships with MHI and ANDRITZ, delivering two of the world’s largest green hydrogen projects. This investment further strengthens the solid cooperation within technology and market development.”
Mr. Dragvik adds:
We are further delighted to welcome LONGi Hydrogen as a strategic partner as we continue to execute on our vision of delivering sustainable hydrogen solutions globally.
“They bring first-class industrial and technical expertise. We see a great strategic fit that together with all of our industrial partners on board we will broaden our opportunities to further optimize our current offering on the market.”
The Private Placement
Through the Private Placement, ANDRITZ and MHI will each subscribe for 6,350,000 new shares (the “New Shares“) at a subscription price of NOK 5.50 per share (the “Subscription Price“). The total subscription amount for the New Shares is approx. NOK 70 million. The New Shares will, following their issuance, represent approx. 15.3% of the Company’s outstanding shares.
In connection with the Private Placement, both ANDRITZ and MHI have agreed to a 6-month lock-up for its shareholding, subject to customary exemptions.
5,281,300 of the New Shares will be issued to ANDRITZ and MHI on a temporary ISIN blocked from trading on Euronext Oslo Børs pending publication of a listing prospectus.
The net proceeds from the Private Placement will be used for general corporate purposes.
The Private Placement and issuance of the New Shares is expected to be concluded during the first half of January 2025.
Share capital increase
In connection with the Private Placement, the board of directors of HydrogenPro (the “Board“) has resolved to increase the share capital of the Company with NOK 254,000 by the issuance of 12,700,000 new shares, each with a nominal value of NOK 0.02 pursuant to an authorization granted by the Company’s annual general meeting on 23 April 2024.
Investment Agreement and Cooperation Agreement with LONGi Hydrogen
Pursuant to the Investment Agreement, LONGi Hydrogen shall subscribe for 12,703,209 new shares in the Company at the Subscription Price. Completion of the LONGi Investment is subject to LONGi Hydrogen obtaining a necessary Overseas Direct Investment (ODI) regulatory approval in China to carry out its investment in the Company (the “Approval“), and the Company’s shareholders, following and provided LONGi Hydrogen obtaining the Approval, resolving to approve, or facilitate via a board authorisation, the share issue pertaining to the LONGi Investment at a general meeting. It is expected that the LONGi Investment will be consummated during the first half of 2025.
Subject to completion of the LONGi Investment, LONGi Hydrogen has agreed to a 6-month lock-up for its shareholding (subject to customary exemptions). Moreover, LONGi Hydrogen intends to nominate one candidate to the Company’s board of directors in connection with the general meeting to be held for the purposes of consummating the LONGi Investment.
The net proceeds to the Company from the LONGi Investment will be used for general corporate purposes.
The primary purpose of the Cooperation Agreement is for the Company and LONGi Hydrogen to leverage their respective strengths to provide superior quality and cost-efficient products to customers, supporting their long-term vision for global decarbonization. The Cooperation Agreement specifically enables collaboration on relevant projects, broadening the scope of projects the Company and LONGi Hydrogen can bid on and enhancing the quality of products and services delivered. Additionally, the Cooperation Agreement will improve HydrogenPro and LONGi Hydrogen’s manufacturing footprint in China and Europe, ensuring optimized production and supply chain efficiency.
Equal treatment considerations – Subsequent Offering
The Private Placement entails a deviation from the shareholders’ pre-emptive rights pursuant to Sections 10-4 and 10-5 of the Norwegian Public Limited Companies Act. The Board has diligently considered the deviation from the shareholders’ pre-emptive rights to be in the best interest of the Company and its shareholders. Moreover, the Private Placement has been considered by the Board in light of the equal treatment obligations under the Norwegian Securities Trading Act section 5-14, section 2.1 of the Oslo Rule Book II, and Oslo Børs’ Circular no. 2/2014, and the Board is of the opinion that it is in compliance with these requirements and guidelines.
In reaching these conclusions, the Board emphasized that the Private Placement enables the Company to efficiently raise new equity, and thereby improve the liquidity situation of the Company. Furthermore, the New Shares are issued above the volume-weighted average price (VWAP) of the Company’s shares the last 30 trading days prior to this date, and therefore, based on the current market price, the Private Placement does not result in financial dilution for the Company’s existing shareholders. Alternative structures to the Private Placement have been considered.
To facilitate equal treatment, including to limit the dilutive effect of the Private Placement and provide shareholders who did not participate in the Private Placement the opportunity to subscribe for shares at the same price, the Board proposes that a subsequent offering (the “Subsequent Offering“) is carried out by the issuance of up to 6,350,000 new shares, at the Subscription Price, which equals up to NOK 34.925 million in gross proceeds, directed at shareholders of the Company as per 20 December 2024 (as registered with the VPS two trading days thereafter) (except for Andritz and MHI) who 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 “Eligible Shareholders“). The subscription period for the Subsequent Offering will commence following the approval and publication of an offering prospectus, expected during Q1 2025.
The Subsequent Offering is subject to, inter alia, completion of the Private Placement, relevant corporate resolutions (including necessary resolutions by an extraordinary general meeting of the Company), prevailing market price and traded volume of the Company’s shares, and approval of an offering prospectus. Further information on any Subsequent Offering will be provided in a separate stock exchange release. The Board reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
The Board also notes that the LONGi Investment, if and when completed, will entail a deviation from the shareholders’ pre-emptive rights pursuant to Sections 10-4 and 10-5 of the Norwegian Public Limited Companies Act. The Board will therefore consider applicable equal treatment obligations in relation the LONGi Investment following fulfilment of the conditions for consummation of the LONGi Investment, taking into account the prevailing market price and trading volumes of the Company’s shares at such points in time.
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Hydrogen Economy – HydrogenPro ASA – Secures NOK 70 million from existing investors and conditionally NOK 70 million from new strategic partner, source
