NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INCANADA ,JAPAN ,AUSTRALIA ORTHE UNITED STATES , OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.The Financial Supervisory Authority of Norway (Nw: Finanstilsynet) has on29 November 2022 approved the prospectus (the "Prospectus") ofHynion AS ("Hynion" or the "Company") in connection to the partially underwritten rights issue (the "Rights Issue") of 55,841,000 transferable subscription rights (the "Subscription Rights"), whereby two Subscription Rights gives the right to subscribe for one unit ("Unit") consisting of (i) three new shares in the Company, each with a nominal value ofNOK 0.005 (the "New Shares"), at a subscription price ofNOK 0.70 per New Share, i.e.NOK 2.10 for all three shares (the "Subscription Price"), and (ii) a warrant (the "Warrant") which gives the right to subscribe for one share in the Company at a subscription price ofNOK 0.75 in the period commencing on1 May 2023 and ending on12 May 2023 . Availability of the prospectus: Subject to applicable local securities laws, the prospectus for the Rights Issue will be available at https://www.hynion.com/rights-issue-2022 from today,30 November 2022 . Hard copies of the Prospectus may be obtained free of charge from the same date by contacting the Company, as set out in the Prospectus. Eligibility: Holders of the Company's shares as of15 November 2022 (the "Existing Shareholders" and the "Existing Shares", respectively) as registered with theNorwegian Central Securities Depository (the "VPS") as of17 November 2022 (the "Record Date") will be granted Subscription Rights in the Rights Issue that, subject to applicable law, provide preferential rights to subscribe for, and be allocated, Units at the Subscription Price. Each Existing Shareholder will be granted one Subscription Right for each Existing Share registered as held by such Existing Shareholder as of the Record Date. The Subscription Rights will be registered on each Existing Shareholders' VPS account. Allocation of Subscription Rights: Two Subscriptions Rights provides preferential right to subscribe for, and be allocated, one Unit at the Subscription Price (subject to applicable law in the relevant jurisdiction of an Existing Shareholder). Existing Shareholders will be allocated one (1) Subscription Right for every one (i) existing share registered as held by such existing shareholder as of the Record Date. For a description of restrictions in respect of allocation, acquisition and/or exercise of Subscription Rights, reference is made to Section 14 "Selling and transfer restrictions" and Section 8.8 "Subscription Rights" in the Prospectus. Subscription Period: The subscription period in the Rights Issue will commence at 09:00 hours (CET) on30 November 2022 and expire at 16:30 hours (CET) on14 December 2022 . Trading in Subscription Rights: The Subscription Rights will be listed and tradable on theOslo Stock Exchange under the ticker "HYNT" from 09:00 hours (CET) on30 November 2022 to 16:30 hours (CET) on8 December 2022 on Euronext Growth Oslo. Subscription Rights that are not used to subscribe for Units or sold before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. The Subscription Rights may have economic value if the Company's shares trade above the Subscription Price during the Subscription Period. The Rights Issue will result in an immediate dilution of approximately 60% for Existing Shareholders who do not participate in the Rights Issue and an additional 16.7% dilution if all Warrants are exercised. Subscription Price:NOK 2.10 per Unit. Pre-commitment and underwriting: Shares not subscribed for by, or allocated to, other subscribers in the Rights Issue by the end of the subscription period, limited to a maximum of 50,256,900 shares, shall be subscribed for by John Fällström, Formue Nord Markedsneutral A/S, Pär Nordström,Lusam Invest AB ,Erik Penser Bank AB ,Bernhard von der Osten-Sacken , Alexander Fällström,Gryningskust Holding AB ,Maida Vale Capital AB ,Malcolm Lindblom ,Zafer Kara ,Nils Berg ,VOJ Holding AB ,Accrelium AB andAndreas Bonnier (the "Underwriters"), in accordance with an underwriting agreement entered into3 November 2022 , and allocated to the Underwriters pro-rata in accordance with their underwriting commitments, as follows: o John Fällström,NOK 8.0 million , equivalent to 11,428,571 shares o Formue Nord Markedsneutral A/S,NOK 5.5 million , equivalent to 7,857,143 shares o Pär Nordström,NOK 3.5 million , equivalent to 5,000,000 shares oLusam Invest AB ,NOK 3.0 million , equivalent to 4,285,714 shares oBernhard von der Osten-Sacken ,NOK 2.5 million , equivalent to 3,571,429 shares o Alexander Fällström,NOK 2.0 million , equivalent to 2,857,143 shares oGryningskust Holding AB ,NOK 2.0 million , equivalent to 2,857,143 shares oErik Penser Bank AB ,NOK 1,274,830 , equivalent to 1,821,186 shares oMaida Vale Capital AB ,NOK 1.0 million , equivalent to 1,428,571 shares oMalcolm Lindblom ,NOK 1.0 million , equivalent to 1,428,571 shares oZafer Kara ,NOK 1.0 million , equivalent to 1,428,571 shares oNils Berg ,NOK 1.0 million , equivalent to 1,428,571 shares oVOJ Holding AB ,NOK 0.5 million , equivalent to 714,286 shares oAccrelium AB ,NOK 0.5 million , equivalent to 714,286 shares oAndreas Bonnier ,NOK 0.5 million , equivalent to 714,286 shares The Underwriters have a pro-rata liability and each Underwriters liability is limited to each individual Guarantor's guarantee amount. The Underwriters are entitled to an underwriting fee equal to 12 percent of their respective underwriting obligation which is to be settled, at the Underwriters' election, in cash or shares issued at the same price as in the Rights Issue. Moreover, the following existing shareholders and members of the Company's management and board of directors intends to subscribe for Units in the Rights Issue with the indicated amounts: oKurt Dahlberg :NOK 1,000,000 o Lars Amnell:NOK 200,000 o Pål Midtbøen:NOK 100,000 oSlavica Djuric :NOK 200,000 o Bertil Rydqvist:NOK 100,000 oAnders Dahlberg :NOK 75,000 oOlof Dahlberg :NOK 20,000 o Pär Nordström:NOK 210,000 For more information regarding the Underwriters and the payment guarantee agreement and such conditions, reference is made to Section 8.21 "The Underwriting" in the Prospectus. Subscription procedure: Subscription ofOffer Shares must be made by submitting a correctly completed subscription form, and submit it to the subscription office as set out in the Prospectus within 16:30 hours (CET) on14 December 2022 and may, for subscribers who are Norwegian residents with a Norwegian personal identification number, be made through the VPS online subscription system within the same time. Oversubscription with Subscription Rights will be permitted, however, there can be no assurance that Units will be allocated for such subscriptions. The Underwriters will have a preferential right to subscribe for and be allocated Units that have not been subscribed for based on allocated and acquired subscription rights. Other than subscriptions from the Underwriters and employees of the Hynion group, subscription in the Rights Issue without Subscription Rights is not permitted. Financial Intermediaries: If an Existing Shareholder holds shares in the Company registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of the Subscription Rights to which they will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue. Listing and Commencement of trading of the New Shares: Subject to timely payment of the entire subscription amount in the Rights Issue, it is expected that the New Shares will be issued and delivered to the VPS accounts of the subscribers to whom they are allocated on or about22 December 2022 . The New Shares allocated in the Rights Issue are expected to be traded on theOslo Stock Exchange from and including22 December 2022 . * * *DNB Bank ASA , Issuer Services, is acting as Receiving Agent in the Rights Issue. Advokatfirmaet Schjødt AS is acting as the Company's legal adviser in connection with the Rights Issue. For further details of the terms of the Rights Issue, please refer to the Prospectus. For further information, please contact: CEOUlf Hafseld , phone: +47 908 94 153 About Hynion: Hynion builds and operates hydrogen stations in and around the largest cities in Scandinavia. The company builds on experiences from the last 20 years, including world-leading projects such as HyNor, CUTE, Utsira wind/hydrogen, CEP Berlin, SHHP, NewBusFuel and H2ME, to name a few. The company's management also has extensive experience in establishing and operating start-up companies and years of experience in the automotive industry. For more information, go to https://www.hynion.com. IMPORTANT INFORMATION 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 information contained in this announcement is for informational purposes only and does not purport to be full or complete. 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. Any offering of the securities referred to in this announcement will be made by means of a prospectus approved by theFinancial Supervisory Authority of Norway and published by the Company. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. The securities referred to in this announcement have not been and will not be registered under theU.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any part of the offering inthe United States or to conduct a public offering of securities inthe United States . Any sale inthe 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. This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other thanNorway , which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or the Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor the Manager have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Manager which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor the Manager have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or the Manager to publish or supplement a prospectus for such offer. This communication is only being distributed to and is only directed at persons in theUnited 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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, 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 make any guarantee 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 announcement. 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 the Manager nor any of its 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 of the Company. Neither the Manager nor its affiliates accept any liability arising from the use of this announcement. In connection with the Rights Issue, the Manager and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Rights Issue or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Manager and any of its affiliates acting as investors for their own accounts. The Manager do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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