Date: July 31, 2023
Announcement no: 23
ISIN: DK0061676400
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.
WPU –Additional / DKKm 250 investment by Vitol
WPU - Waste Plastic Upcycling A/S ("WPU") is pleased to provide an update on the following matters:
-Vitol's acquisition of additional shares
-Future financing plans for our facilities
-Extension of the offtake agreement and inclusion of production from the additional facilities, sold to Vitol.
Vitol, the global energy and commodities company, has acquired an additional 7,668,712 shares in WPU from existing shareholders, increasing its shareholding from approximately 9.4% to 24.7%.
The share price stands at NOK 50.00 per share, resulting in a total transaction value of approximately NOK 383,435,583 or DKK 250,000,000 based on the current currency exchange rate.
This transaction highlights Vitol´s ongoing commitment to investing in sustainable solutions, such as advanced plastic upcycling.
The completion of the transaction is subject to approval from the Danish authorities in accordance with the Investment Screening Act, which governs foreign direct investments in Denmark and the parties entering into a Shareholder agreement - the key elements of which are already agreed.
As per the agreement, the Selling shareholders will re-invest approximately MNOK 77 or MDKK 50, which is 20% of the proceeds, as an ordinary shareholder loan on market conditions. This loan will partially fund the construction of the new WPU production facility in Nakskov and address various other company-related matters.
As part of the Agreement, WPU will convene an extraordinary general meeting. The agenda of this meeting will include the election of new members to the Company's Board of Directors. The Chairman of the Board, Niels Stielund, and the Vice Chairman, Klaus Lindblad, will remain on the Board. More information about the candidates will be disclosed soon.
The offtake agreement has also been renegotiated and now grants Vitol the right to purchase all WPU products. As part of the renegotiation, the previously unfixed price for the wax feedstock is now fixed above initial expectations, thereby strengthening the economics of the WPU Facilities.
The duration of the delivery contracts with Vitol has been extended to ten years from the commencement of production at each facility. Previously, the contracts were initially set for 3 years with an optional 1+1 year extension.
Tom Baker, Vitol’s Head of Naphtha said: "Vitol are pleased to continue our partnership with WPU in the next phase of their growth. We are committed to investing in the circular economy and the efficient recycling of plastic at scale which will have significant positive environmental implications. We have been impressed with what the WPU team have achieved to date and our involvement will continue to add value in developing the business."
Chairman of WPU Niels Stielund said: “The advantage and possibilities for WPU with the additional strengthening of the VITOL ownership and cooperation cannot be understated. This new investment from Vitol is another important blue stamp to what we have achieved so far with our WPU Batch Technology, hardworking team and highly dedicated employees. I am very delighted for the future prospect for the environment - and for WPU. “
FACTS about the WPU Faarevejle facility:
-The Faarevejle facility is based on the WPU Batch technology – an advanced chemical upcycling technology which converts end-of-life plastic waste to upcycled plastic oil liquid (PtL) that can be used for example to produce new plastic (PtP),
-The facility is the first commercial scale WPU facility,
-The construction and installation of equipment was done in one year,
-The Facility is based on six reactor line with the initial capacity to upcycle a total of approx. 42,000 tons (92,000,000 US pounds) of plastic waste per year,
-The upcycling process is materially energy self-sufficient as reactor gas (syngas) from production is utilized to heat the reactors,
-CAPEX for the construction of the facility was EURm 14 (EUR 333 pr. metric ton capacity)
-Once operational at full capacity the Faarevejle facility will generate a yearly EBITDA of EURm 15,
-The facility is expected to be cash positive from Q3 and fully operational by Q4-2023.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
For further information, contact:
Klaus H Lindblad, Vice Chairman, Global Head of IR and Legal, E-mail: KL@WPU-DK.COM.
Important notice:
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. 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. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the 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. 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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (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 (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. 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 any of its affiliates accepts any liability arising from the use of this announcement. 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 announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject of the disclosure requirements of section 5-12 of the Norwegian Securities Trading Act.