HRS ANNOUNCES THE BROAD SUCCESS OF THE TRANSACTION
BY ITS MAJORITY SHAREHOLDER OF APPROXIMATELY 834,000 SHARES HRS, OR 5.5% OF THE CAPITAL
- Strong demand recorded with a subscription rate of 210% compared to the initial offer of 500,000 shares, with a total demand of more than €25 million;
- Increase of the free float to approximately 33% of HRS' share capital, contributing to increase the liquidity of HRS' shares on the Euronext Growth market in Paris.
Grenoble, France, February 9, 2023 - HRS , the European designer and manufacturer of hydrogen refueling stations (hereafter the "Company"), announces that it has been informed by HOLDING HR, the majority shareholder of HRS, of the completion of the sale of 834,582 HRS shares at a price of €24 per share, to institutional investors through an accelerated book building and to individuals in France through a public offering on the PrimaryBid platform.
Hassen Rachedi, Founder and CEO of HRS , said: "We are very pleased with the success of this transaction. We would like to thank all the investors, both institutional and individual, who participated in this transaction, which demonstrates the appeal of HRS stock and its ambitious plans.
The objectives of this transaction were to increase the liquidity of HRS stock without dilution, to allow existing shareholders to strengthen their position and to open up HRS' capital to new shareholders.
In addition, I remain the majority shareholder and Chairman and CEO of HRS, in line with my commitment to the long-term development of HRS."
HOLDING HR has thus sold 834,582 HRS shares through:
- a private placement in the form of accelerated book building ("ABB") to institutional investors in the European Economic Area (EEA), managed by the Global Coordinators and Joint Bookrunners, for 668,582 shares, i.e. 80,1% of the transaction, and
- a public offering to retail investors in France via the PrimaryBid platform, for 166,000 shares, i.e. 19,9% of the operation.
At the end of the settlement-delivery of the sold shares, scheduled for February 13, 2023, HOLDING HR will hold 10,180,680 HRS shares, corresponding to 67,0% of the share capital and representing 80,3% of the voting rights of HRS and thus remains, as announced, the majority shareholder of HRS, fully involved in its development. Thus, and thanks to the large success of this operation, the free float has been increased to 33,0% of the share capital.
HOLDING HR has entered into a 12-month lock-up agreement with the Global Coordinators and Joint Bookrunners, identical to the one entered into at the time of the IPO of the Company, on 100% of the shares held by it, subject to certain exceptions, and in particular, the possibility to pledge up to 10% of the balance of HOLDING HR's stake in HRS.
PARTNERS IN THE SUCCESS OF THE OPERATION
As part of the Operation, Bryan Garnier & Co, Gilbert Dupont (Société Générale) and Portzamparc (BNP Paribas) are acting as Global Coordinators as well as joint Lead Managers and Bookrunners. Lazard acts as financial counsel and Fieldfisher as legal counsel.
Founded in 2004, Hydrogen-Refueling-Solutions (HRS), formerly TSM, is pioneer in hydrogen mobility. European designer and manufacturer of hydrogen refueling stations, for over ten years, the Company has been committed to reducing transport emissions.
Thanks to its unique experience and know-how, HRS has developed a complete range of hydrogen refueling stations for all types of fuel cell vehicles that is perfectly suited to the needs of a fast-growing European market. At its Champ-sur-Drac site, HRS has mass production capacities that enable it to assemble up to 60 units per year in record time, in as little as 8 weeks.
The Company posted 2021/2022 revenue of €17.0 million. As of June 30, 2022, the company had 78 employees. (ISIN code: FR0014001PM5 - ticker symbol: ALHRS).
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This press release and the information it contains are not an offer to sell or subscribe to, or a solicitation of an order to buy or subscribe the shares of HYDROGEN-REFUELING-SOLUTIONS in any country.
In France, the offer of the shares of HYDROGEN-REFUELING-SOLUTIONS described in this press release shall be effected by way of (i) a private placement to institutional investors in the form of an accelerated bookbuilding and (ii) a public offering to retail investors through the PrimaryBid platform. This press release constitutes promotional material and is not a prospectus within the meaning of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation").
In the Member States of the European Economic Area, this press release and the offerings that could arise from this press release are directed only to "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation.
This press release does not constitute an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States. The shares or any other securities of HYDROGEN-REFUELING-SOLUTIONS may not be offered or sold in the United States except pursuant to a registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an exemption from such registration requirement. The shares of HYDROGEN-REFUELING-SOLUTIONS will be offered or sold exclusively outside of the United States and in offshore transactions, pursuant to Regulation S of the Securities Act. HYDROGEN-REFUELING-SOLUTIONS does not intend to register the offering in whole or in part in the United States or to make a public offer in the United States.
In the United Kingdom, this press release is directed only at persons who (i) are investment professionals within the meaning of section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as currently in force, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2) (a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order or (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activities (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the offer or sale of any securities may be lawfully communicated, directly or indirectly (all such persons being together referred to as the "Authorized Persons"). This press release is addressed only to Authorized Persons and may not be used by any person other than an Authorized Person.
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 the company is 97.1% owned by Hassen Rachedi, Chairman and CEO and founder of HRS.
 Based on the total number of voting rights of the Company as of February 7, 2023, i.e. 26,174,722 voting rights