Date: January 9, 2025
Announcement no: 25
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, NEW ZEALAND, SOUTH-AFRICA, 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 – Limited market share purchase order from Vitol B.V.
Reference is made to the announcements published on December 20, 2024 and December 23, 2024 by WPU – Waste Plastic Upcycling A/S (Euronext Growth Oslo: WPU) (the “Company” or “WPU”), announcing that Vitol B.V. (“Vitol”) had completed its acquisition of, in aggregate, 35,227,994 shares of nominally DKK 0.01 each in WPU from certain shareholders in WPU, bringing Vitol’s total holding of shares to 47,624,047 shares of nominally DKK 0.01 each, representing approximately 90.36 per cent of the outstanding share capital and votes of WPU, and that Vitol was contemplating a potential market order to purchase additional shares in WPU.
WPU has been informed that Vitol now has made a market order to purchase up to 5,083,506 shares in WPU, each of nominally DKK 0.01, at a purchase price of NOK 15 per WPU share of nominally DKK 0.01 each (the “Order”). The Order automatically expires at 16:30 (CET) on February 6, 2025 (unless shortened or extended by Vitol).
Vitol reserves the right to purchase fewer WPU shares than set out above or not to purchase any WPU shares at all, to be decided at Vitol’s sole discretion. Vitol also expressly reserves the right, at its own discretion, to shorten or extend the expiry time of the Order, and to terminate the Order with immediate effect at any time and for any reason.
The Order is made in the market to all shareholders in WPU, except for shareholders in any jurisdiction where either the Order or acceptance or participation therein is prohibited, unlawful or restricted by applicable law, which includes, but is not limited to, any shareholders present in, with registered or mailing addresses in, or who are citizens of the United States, Australia, Canada, New Zealand, South-Africa, Hong Kong and Japan or in any sanctioned territory, or where any tender offer document, registration or other requirements apply.
Vitol has engaged DNB Markets, a part of DNB Bank ASA, to carry out the Order on its behalf. Shareholders wanting to sell WPU shares to Vitol must sell shares in the market through their broker, dealer or custodian, and make a trade prior to the expiry of Order at 16:30 CET on February 6, 2025 (unless shortened or extended).
Any shareholder whose shares are registered in the name of a custodian, broker, dealer, commercial bank, trust company or other nominee, may have to contact the institution in order to accept the Order with respect to such shares.
Settlement of the market share purchases pursuant to the Order will be made on a customary delivery-versus-payment basis (DvP) T+2.
For further information, contact:
WPU: Thomas Åberg, CFO, e-mail: TA@WPU-DK.COM.
Vitol: e-mail: wasteplasticupcyling@vitol.com
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Important Information
The Order and the distribution of this announcement and other information in connection therewith may be restricted by law in certain jurisdictions, and the Order is not being made in any jurisdiction where either the Order or acceptance or participation therein is prohibited, unlawful or restricted by applicable law or where any tender offer document or registration or other requirements apply.
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. Persons distributing this communication must satisfy themselves that it is lawful to do so. The potential transactions described in this announcement and the distribution of this announcement and other information in connection with the potential transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions.
Vitol or DNB Markets, a part of DNB Bank ASA, or any of their respective directors, officers, employees, advisers or agents, does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The Order is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States or any other jurisdiction in which this would be unlawful. This includes, but is not limited to, facsimile transmission, internet delivery, e-mail, telex and telephones. Accordingly, copies of this release and any related documents are not being, and must not be, mailed, e-mailed or otherwise distributed or sent in or into the United States and so doing may invalidate any purported sales offer.
None of Vitol or DNB Markets, a part of DNB Bank ASA, or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release (or whether any information has been omitted from the release) or any other information relating to WPU, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.
This announcement is not to be relied upon in substitution for the exercise of independent judgement. 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 in WPU.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. This announcement has not been approved by any competent regulatory authority. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies except as required by applicable laws, and the distribution of this announcement shall not be deemed to be any form of commitment to proceed with any transaction or arrangement referred to herein. This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser.
DNB Markets, a part of DNB Bank ASA, is acting on behalf of Vitol and no one else in connection with the purchase order and will not be responsible to any other person for providing the protections afforded to clients of DNB Markets, a part of DNB Bank ASA, or for providing advice in relation to the purchase order.