HydrogenPro

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

23 December 2024 - 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.

Advisors

Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company in connection with the Private Placement and LONGi Hydrogen Private Placement.

About HydrogenPro:

HydrogenPro is a technology company and an OEM for high pressure alkaline electrolyser systems for large-scale green hydrogen plants, all ISO 9001, ISO 45001 and ISO 14001 certified. 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.

About LONGi:

LONGi Green Energy Technology Co., Ltd. (LONGi) is committed to being the world's leading solar technology company, focusing on customer-driven value creation for full scenario energy transformation.

Under its mission of "making the best of solar energy to build a green world" and brand positioning of "the most trusted, reliable solar company that blazes the trail for green technology", LONGi has dedicated itself to technology innovation and established five business sectors, covering mono-crystalline silicon wafers, mono-crystalline silicon cells/mono-crystalline silicon modules, distributed photovoltaic solutions, utility plant system solutions, and green hydrogen equipment solutions.

LONGi Hydrogen Technology (Xi'an) Co., Ltd. is a holding subsidiary of LONGi, and is committed to becoming the world's leading large-scale green hydrogen equipment and solution provider. At present, the principal business scope of the Company covers large-scale hydrogen production equipment by alkaline water electrolysis and green hydrogen production solutions by green power.

About Mitsubishi Heavy Industries (MHI) Group: 

Mitsubishi Heavy Industries (MHI) Group is one of the world's leading industrial groups, spanning energy, logistics & infrastructure, industrial machinery, aerospace and defense. MHI Group combines cutting-edge technology with deep experience to deliver innovative, integrated solutions that help to realize a carbon neutral world, improve the quality of life and ensure a safer world. For more information, please visit www.mhi.com or follow our insights and stories on spectra.mhi.com.

About ANDRITZ:

International technology group ANDRITZ offers a broad portfolio of innovative plants, equipment, systems, services and digital solutions for a wide range of industries and end markets. Sustainability is an integral part of the company's business strategy and corporate culture. With its extensive portfolio of sustainable products and solutions, ANDRITZ aims to make the greatest possible contribution to a sustainable future and help its customers achieve their sustainability goals. ANDRITZ is a global market leader in all four of its business areas - Pulp & Paper, Metals, Hydropower and Environment & Energy. Technological leadership and global presence are cornerstones of the group's strategy, which is focused on long-term profitable growth. The publicly listed group has around 30,000 employees and over 280 locations in more than 80 countries.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to MAR article 17 and the Norwegian Securities Trading Act sections 4-2 and 5-12.

This stock exchange announcement was published by Petter Gjessing Bakken on the time and date provided.

IMPORTANT INFORMATION

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. 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 EU Prospectus Regulation, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (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 "qualified investors" within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 and 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 to 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", "aim", "expect", "anticipate", "intend", "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. 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company and its respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.