HydrogenPro ASA is pleased to announce that it has secured NOK 82.7 million in new equity through a private placement of new shares (the "Private Placement") towards ANDRITZ AG ("ANDRITZ"), an international technology group listed on the Vienna stock exchange and one of the leading companies within green hydrogen technology and systems.
Jarle Dragvik, CEO of HydrogenPro, comments: "We are delighted to welcome ANDRITZ as a strategic partner as we continue to execute on our vision of delivering sustainable hydrogen solutions globally. They bring valuable industrial expertise as one of the leading companies within green hydrogen technology systems. I have been actively engaged in discussions with ANDRITZ for the last nine months and believe this puts us in a great position to further expand HydrogenPro according to our strategy”.
The Private Placement
Through the Private Placement, ANDRITZ will subscribe for 6,605,634 new shares at a subscription price of NOK 12.52 per share, representing a premium of NOK 1 to the average closing price of the Company's shares for each trading day during the month of March 2024, representing approx. 9.42 per cent of the shares outstanding in HydrogenPro post-issuance of the new shares, raising gross proceeds of approximately NOK 82.7 million.
In connection with the Private Placement, Andritz has agreed to a 6-month lock-up for its shareholding, subject to customary exemptions. Moreover, Andritz will nominate one candidate to the Company's board of directors for the upcoming general meetings to be held on 23 April 2024 (the "General Meetings"). TM Holding AS, a Company controlled by the Company's chairman of the board, has undertaken to vote in favour of the board candidate nominated by Andritz at the General Meetings.
The net proceeds to the Company from the Private Placement will be used to finance specific development and testing initiatives within the Company's focus areas, as well as for general corporate purposes.
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 132,112.68 by the issuance of 6,605,634 new shares, each with a nominal value of NOK 0.02 pursuant to an authorization granted by the Company's annual general meeting on 24 May 2023.
Equal treatment considerations
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 carefully considered whether such deviation from the shareholders' pre-emptive rights is in the best interest of the Company and its shareholders, and has concluded that this is the case. 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 inter alia emphasised that the Company by this Private Placement will secure equity required for specific development and testing initiatives within the Company's focus areas, and that the Company by a share issue towards ANDRITZ will be getting a long-term, strategic shareholder who may provide both knowledge and additional capital to the Company. By structuring the equity raise as a private placement, the Company is able to efficiently raise new equity, ensuring improved liquidity and rendering possible completion of plans in line with the Company's strategy. The Board also emphasised that the transaction is supported by the shareholders represented on the board.
Notification of major shareholding
As a result of the Private Placement, Andritz AG has been allocated and has subscribed for 6,605,634 news shares in the Company. Subject completion of the Private Placement, Andritz AG will increase its holding of shares and voting rights in the Company from 3,038,402 (4.8%) to 9,644,036 (13.8%), and thereby exceeding the 10% threshold. Andritz AG has no other rights to shares in the Company.
Legal advisors
Wikborg Rein Advokatfirma AS has acted as legal counsel to the Company, and Advokatfirmaet Thommessen AS has acted as legal counsel to ANDRITZ in connection with the Private Placement.
