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HydrogenPro ASA – Private placement successfully completed


HydrogenPro ASA (OSE: HYPRO) – HydrogenPro ASA – Private placement successfully completed


Oslo 13 June 2023: Reference is made to the stock exchange announcement by HydrogenPro ASA (OSE: HYPRO) (“HYPRO” or the “Company“) on 12 June 2023 regarding the contemplated private placement of new and existing shares in the Company (the “Private Placement“). The Company hereby announces completion of a NOK 126 million Private Placement consisting of 5,250,000 Offer Shares (as defined below) at a subscription price of NOK 24 per share (the “Subscription Price“). As part of the Private Placement, the Company will issue 5,000,000 new shares (the “New Shares“), generating gross proceeds of NOK 120 million, and Richard Espeseth, board member and primary insider in the Company and Vivian Yanjin Chen Espeseth, close associate to Richard Espeseth (the “Selling Shareholders“), will sell a total of 250,000 existing shares (the “Secondary Sale Shares“, and together with the New Shares, the “Offer Shares“) in the amount of NOK 6 million as part of the Private Placement. A separate notification of transactions made by primary insiders and close associates will be made shortly.

The Private Placement was oversubscribed and attracted significant interest from high-quality investors.

The Company, the company’s executive management and board of directors as well as the Selling Shareholders have accepted a 6 months lock-up in connection with the Private Placement.

The Company intends to use the net proceeds generated from the issuance of New Shares to fund the initial phase of the expansion in the USA (including building the US organization), verification of 3rd generation technology, working capital and general corporate purposes.

Notification of allotment of shares including settlement instructions will be sent to the applicants through a notification from Bryan, Garnier & Co and Pareto Securities AS and (jointly, the “Joint Bookrunners“) on 13 June 2023. Offer Shares will be tradable from notification of allocation and settlement on DVP basis is expected on 15 June 2023 (T+2).

The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction by delivery of existing and unencumbered shares in the Company that are already listed on Oslo Stock Exchange, and with respect to the New Shares, pursuant to a share lending agreement between the Company, Richard Espeseth, TM Holding AS, Pareto Securities AS, Bryan, Garnier & Co, and Bryan Garnier Securities. The Offer Shares will thus be tradable from allocation. Pareto Securities AS, Bryan, Garnier & Co, and Bryan Garnier Securities will settle the share loan with a corresponding number of new shares in the Company to be issued by the Board pursuant to the authorisation granted by the annual general meeting on 24 May 2023.

The Selling Shareholders will receive the proceeds from the Secondary Sale Shares and the Company will receive the proceeds from the sale of the New Shares. Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital of NOK 1,260,563.42 divided into 63,028,171 shares, each with a par value of NOK 0.02.

The Private Placement involves that the shareholders’ preferential rights to subscribe for and being allocated the Offer Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the rules on equal treatment under Euronext Oslo Rule Book Part II and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through the Private Placement. The Private Placement enables the Company to secure equity financing for the initial phase of the expansion in the USA (including building the US organization), verification of 3rd generation technology, working capital and general corporate purposes. Further, the Private Placement will reduce execution and completion risk and allows for the Company to raise capital more quickly. The Private Placement will also enable the Company to utilize current market conditions, raise capital at a lower discount compared to a rights issue and avoid the underwriting commissions normally associated with rights offerings. Further, the Subsequent Offering (as defined below), if implemented and completed, will secure that eligible shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement.

The Company intends to carry out a subsequent offering with non-tradeable subscription rights of up to 1,500,000 new shares in the Company which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 12 June 2023 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, (ii) were not wall-crossed prior to the Private Placement and (iii) 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 “Subsequent Offering“). Whether or not such subsequent offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company after completion of the Private Placement. The Subsequent Offering may be cancelled or discontinued at the discretion of the Company, in cooperation with the Joint Coordinators, if the shares of the Company trade at or below the Subscription Price at meaningful volumes, which will imply that eligible shareholders have had the opportunity to limit dilution by acquiring listed shares in the secondary market at price levels at or below the Subscription Price.

For additional information, please contact:
Martin Thanem Holtet, Chief Financial Officer
Phone: +47 922 44 902

Ida Eilertsen Nygård, Head of Investor Relations and ESG
Phone: +47 986 11 952

About HydrogenPro ASA
HydrogenPro is a technology company and an OEM for high-pressure alkaline electrolysers and supplies large-scale green hydrogen technology & systems. The Company was founded in 2013 by individuals with background from the electrolysis industry which was established in Telemark, Norway by Norsk Hydro in 1927. We are an experienced engineering team of leading industry experts, drawing upon unparalleled experience and expertise in the hydrogen and renewable energy industry.

Important Notices
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA 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, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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.

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 “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” 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.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither of the Joint Bookrunners nor any of their respective affiliates 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.

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 in the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Ida Eilertsen Nygård, Head of Investor Relations and ESG at HydrogenPro ASA on 13 June 2023 at the time set out in this notice on behalf of the Company.