Oslo, 29 January 2024: Reference is made to the stock exchange notice made by Quantafuel AS (the “Company” or “Quantafuel”) on 18 January 2024 regarding the resolution by the Company’s extraordinary general meeting to increase the share capital by issuance of 137,154,510 new shares to Planets UK Bidco Limited (“Planets UK”). Upon registration of the share capital increase with the Norwegian Register of Business Enterprises (together with shares acquired by Harald Norway Bidco AS (“Harald Bidco”) in the voluntary recommended offer as announced completed 5 May 2023 (the “Offer”) and further shares acquired in the market following the Offer), Planets UK became the owner, directly and indirectly through Harald Bidco, of 275,247,046 shares, equal to approx. 90.85% of the Company’s share capital.
The board of directors of Planets UK has resolved to carry out a compulsory acquisition of all remaining 27,735,977 shares in Quantafuel AS (the “Minority Shares”) with immediate effect, pursuant to section 4-26 of the Norwegian Private Limited Liability Companies Act. Planets UK is a close associate of Kevin Bradshaw (chair) and Omar Shafi Khan (member) of the board of directors of Quantafuel. Thus, please see the attached form for further details.
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The redemption price offered for each Minority Share in the compulsory acquisition will be NOK 6.38 (the “Redemption Price”). The Redemption Price offered per Minority Share is equal to the price in the Offer. The full redemption amount has been transferred to a separate bank account in accordance with section 4-26 of the Norwegian Private Limited Liability Companies Act.
The rights and ownership of the Minority Shares will automatically be transferred to Planets UK. Accordingly, Planets UK will as from the date hereof directly and indirectly own 100% of the outstanding shares of Quantafuel.
Any objections to, or rejection of, the Redemption Price must be made no later than on 2 April 2024. Former shareholders of Quantafuel who do not object to, or reject, the Redemption Price within this deadline, will be deemed to have accepted the Redemption Price. A letter regarding the compulsory acquisition will be sent to all former shareholders of Quantafuel with known address and whose shares have been acquired by way of the compulsory acquisition. In addition, the compulsory acquisition will be announced in the Norwegian Register of Business Enterprises’ electronic publication.
Following the compulsory acquisition, Planets UK will pursue a delisting of the shares of Quantafuel from Euronext Growth Oslo. A separate announcement will be made regarding such delisting.
For further queries, please contact:
Terje U. Eiken, CEO of Quantafuel, +47 41 65 54 93 / terje.eiken@quantafuel.com
About Quantafuel | https://quantafuel.com
Quantafuel is a technology-based energy company converting waste plastics back into low-carbon synthetic oil products replacing virgin oil products. Quantafuel is establishing, operating and owning dedicated plastic-to-liquid (PtL) plants and plans to establish several plants throughout Europe and beyond.
This information is subject to the disclosure requirements in Regulation EU 596/2014 (MAR) article 19 number 3 and section 5-12 of the Norwegian Securities Trading Act.
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