Date: February 10, 2025
Announcement no: 41
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.
Reminder that the compulsory acquisition period ends today during which shareholders of WPU - Waste Plastic Upcycling A/S can voluntarily transfer their shares to Vitol B.V.
Reference is made to announcement no. 28 published by WPU - Waste Plastic Upcycling A/S (Euronext Growth Oslo: WPU) (“WPU” or the “Company”) on January 13, 2025 where it was announced that Vitol B.V. (“Vitol”) had resolved to exercise its right to initiate and complete a compulsory acquisition of the shares held by the remaining minority shareholders of WPU in accordance with sections 70 and 72 of the Danish Companies Act (the “Compulsory Acquisition”), and requested the remaining minority shareholders to transfer their shares to Vitol within a period of four (4) weeks (the “Compulsory Acquisition Period”).
The Compulsory Acquisition Period will expire today, February 10, 2025, at 23:59 CET. Shareholders who wish to transfer their shares to Vitol can complete the acceptance form available on WPU’s website or in the statutory notice of compulsory acquisition of the shares in WPU held by the remaining minority shareholders published by Vitol.
Shareholders and prospective shareholders in WPU are informed that after the expiry of the Compulsory Acquisition Period, Vitol will, against payment of the aggregate redemption price of NOK 15 per share in WPU of a nominal value of DKK 0.01, compulsorily acquire the remaining shares in WPU held by the minority shareholders who have not voluntarily transferred their shares to Vitol prior to the expiry of the Compulsory Acquisition Period. As a result, Vitol will become the sole shareholder of all issued and outstanding shares in WPU.
Following completion of the Compulsory Acquisition of the remaining shares in WPU, Vitol will pursue a delisting of WPU’s shares from Euronext Growth Oslo.
Shareholders and prospective shareholders in WPU are also informed that WPU has requested the Oslo Stock Exchange to suspend the trading of WPU’s shares on Euronext Growth Oslo from before the market opens on Tuesday February 11, 2025.
For further information, contact:
• WPU: Thomas Åberg, CFO, e-mail: TA@WPU-DK.COM.
• Vitol: e-mail: wasteplasticupcyling@vitol.com.
Important notice:
The Compulsory Acquisition and the terms and conditions of the Compulsory Acquisition are governed by Danish law and carried out in conformity with the requirements of Danish law. The Compulsory Acquisition is not subject to Norwegian law.
The notice for the Compulsory Acquisition has not been and will not be reviewed or approved by the Norwegian FSA, the Danish FSA, Oslo Børs or any other regulatory authority or stock exchange.
The notice for the Compulsory Acquisition and the distribution of this announcement and other information in connection with the Compulsory Acquisition may be restricted by law in certain jurisdictions. Vitol 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.
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 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 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 Company 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. Neither the Company 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.