NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF
COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Amersfoort, The Netherlands, 23 September 2025 - Reference is made to the
announcement by Envipco Holding N.V. ("Envipco" or the "Company") earlier
today regarding a contemplated private placement (the "Private Placement").
The Company is pleased to announce that it has raised NOK 630 million in gross
proceeds through the Private Placement, which received strong interest from
both existing shareholders and new institutional investors. Pursuant to the
Private Placement, 8,400,000 new ordinary shares in the Company (the "Offer
Shares") will be issued at a price per Offer Share of NOK 75 (the "Offer
Price").
The net proceeds from the Private Placement will be used (i) to position the
Company to execute on upcoming significant market opportunities arising in
e.g. Poland, Portugal, Spain and the UK, and (ii) for general corporate
purposes.
Mark A. Bouri, Maurice A. Bouri and Charles A. Bouri (the "Bouri Family"),
together holding 8,923,803 shares or 15.47% of the Company remains under their
one-year lockup agreement with SEB following the 15th January 2025 secondary
transaction.
The allocated Offer Shares are expected to be settled through a delivery
versus payment transaction by delivery of existing and unencumbered shares in
the Company, currently admitted to trading on Euronext Amsterdam and which
will be transferred to Euronext Oslo Børs prior to settlement, pursuant to a
share lending agreement entered into between the Managers (as defined below),
the Company and certain members of the Company's board of directors (the
"Board"). First day of trading for the Offer Shares in the Private Placement
on Euronext Oslo Børs is on 24 September 2025. Further settlement details will
be communicated by the Managers. The new shares to be issued in connection
with the Private Placement to settle the share loan will be issued based on
the authorisation to increase the share capital in the Company granted to the
Board by the Company's general meeting held on 23 August 2024.
The Company's shares are listed on Euronext Amsterdam and Euronext Oslo Børs,
under the ticker ENVI and ENVIP, respectively. The Offer Shares issued and
delivered in the Private Placement will be recorded in book-entry form in
Euroclear Nederland, the central security depository in the Netherlands and
secondary recorded in book-entry form under the name of a "share" in the
Norwegian Central Securities Depository (the "VPS"). The Offer Shares will not
be tradable on Euronext Amsterdam unless subject to a registration process
through Euroclear Netherlands, the central security depositary in the
Netherlands.
The Board has considered the structure of the contemplated capital raise in
light of the equal treatment obligations under the rules on equal treatment of
Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo
Stock Exchange's guidelines on the rule of equal treatment, and is of the
opinion that the proposed Private Placement is in compliance with these
requirements. By structuring the transaction as a private placement, the
Company will be in a position to raise capital in an efficient manner, with a
lower discount to the current trading price and with significantly lower
completion risks compared to a rights issue. In addition, the Private
Placement is subject to marketing through a publicly announced bookbuilding
process and a market-based offer price should therefore be achieved. On this
basis and based on an assessment of the current equity markets, the Board has
considered the Private Placement to be in the common interest of the Company
and its shareholders.
On the basis of the above and taking into consideration that the Offer Price
represents a limited discount compared to the recent trading price and a
premium to the trading price of the Company over the past months, the Board
has resolved not to conduct a subsequent offering directed towards
shareholders who did not participate in the Private Placement.
Advisers
Skandinaviska Enskilda Banken AB (publ) has been retained as Sole Global
Coordinator and Joint Bookrunner, and DNB Carnegie, a part of DNB Bank ASA and
Pareto Securities AS have been retained as Joint Bookrunners in connection
with the Private Placement (jointly the "Managers"). Advokatfirmaet Thommessen
AS is acting as the Company's Norwegian legal advisor and Bird & Bird
(Netherlands) LLP is acting as the Company's Dutch legal advisor.
Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
For further information please contact:
Simon Bolton, Group CEO, +31 33 285 1773
Mikael Clement, CSO, +47 9900 8000
www.envipco.com
EnvipcoInvestorRelations@envipco.com
About Envipco Holding N.V.
Envipco Holding N.V., www.envipco.com, is a Netherlands-based holding company
listed on Euronext Amsterdam and Euronext Oslo Børs (Symbols: ENVI/ENVIP).
Envipco, with operations in several countries around the globe, is a
recognized leader in the development and operation of reverse vending machines
(RVMs), automated technological systems for the recovery of used beverage
containers. Known for its innovative technology and market leadership, Envipco
holds several intellectual property rights for RVM systems, including but not
limited to beverage refund deposit markings, material type identification,
compaction and accounting..
IMPORTANT INFORMATION
This announcement is not for distribution or release, in whole or in part,
directly or indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States of America and the
District of Columbia) (the "United States"), Australia, Canada, the Hong Kong
Special Administrative Region of the People's Republic of China or Japan, or
any other jurisdiction in which the distribution or release would be unlawful.
This announcement does not constitute or form a part of any offer of
securities for sale or a solicitation of an offer to purchase securities of
the Company in the United States or any other jurisdiction. The securities of
the Company may not be offered or sold in the United States absent
registration or an exemption from registration under the U.S. Securities Act
of 1933, as amended (the "U.S. Securities Act"). The securities of the Company
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 under the
US Securities Act or an available exemption from, or transaction not subject
to, the registration requirements of the US Securities Act. There will be no
public offering of securities in the United States. Any sale in the United
States of the securities mentioned in this communication will be made solely
to "qualified institutional buyers" as defined in Rule 144A under the U.S.
Securities Act. No public offering of the securities will be made in the
United States.
The Company has not authorized any offer to the public of securities in any
Member State of the European Economic Area nor elsewhere. With respect to any
Member State of the European Economic Area (each an "EEA Member State"), no
action has been undertaken or will be undertaken to make an offer to the
public of securities requiring publication of a prospectus in any EEA Member
State. 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).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred
to as "Relevant Persons"). These materials are directed only at Relevant
Persons and must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this announcement
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 "anticipate", "believe",
"continue", "estimate", "expect", "intend", "may", "should", "will" 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. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without
notice.
This announcement is made by and, and is the responsibility of, the Company.
The Managers are acting exclusively for the Company and no one else and will
not be responsible to anyone other than the Company for providing the
protections afforded to their respective clients, or for advice in relation to
the contents of this announcement or any of the matters referred to herein.
Neither the Managers 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 not a prospectus. No prospectus is required and no such
prospectus or similar document will be published in connection with the
Private Placement. 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 Managers nor any of their respective affiliates
accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new
information, future developments or otherwise.
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.
This information is information that Envipco Holding is obliged to make public
pursuant to the EU Market Abuse Regulation. The information was submitted for
publication, through the agency of the contact persons set out above, at
2025-09-23 23:43 CEST.