Faro BidCo ApS publishes a notice of compulsory acquisition of the shares in Everfuel A/S held by the remaining minority shareholders

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS APPLY.

20 November 2024

Following the settlement and completion of the unregulated voluntary public tender offer, as regulated by the offer document dated 2 September 2024 (the “Offer”), by Faro BidCo ApS, company registration (CVR) no. 44 98 99 99, (the “Offeror”) to certain shareholders of Everfuel A/S (the “Company” or “Everfuel”), the Offeror has decided to exercise its rights under Sections 70 and 72 of the Danish Companies Act to initiate and complete a compulsory acquisition of the shares in the Company held by the remaining minority shareholders (the “Compulsory Acquisition”).

Reference is made to section 1.28 of the offer document dated 2 September 2024, in which the Offeror informed the shareholders of Everfuel about the possibility of a potential compulsory acquisition following completion of the Offer.

The Company has been informed that the Offeror holds 90.57% of the shares and the voting rights in Everfuel following settlement of the Offer. On this basis, the Offeror is entitled to, and has resolved to, exercise its right to complete the Compulsory Acquisition of the shares held by the remaining minority shareholders of Everfuel in accordance with sections 70 and 72 of the Danish Companies Act.

Accordingly, all remaining minority shareholders of Everfuel are pursuant to the attached statutory notice for the Compulsory Acquisition (the “Statutory Notice”) formally requested by the Offeror to transfer their shares in Everfuel to the Offeror within a period of four (4) weeks expiring on 18 December 2024 at 23:59 (CET) (the "Compulsory Acquisition Period") at a price of NOK 13 per share in Everfuel of a nominal value of DKK 0.01 (the “Redemption Price”), subject to the terms and conditions of the Statutory Notice.

Shareholders and prospective shareholders in Everfuel are informed that after expiry of the Compulsory Acquisition Period, the Offeror will, against payment of the aggregate Redemption Price, compulsorily acquire the shares in Everfuel held by the minority shareholders who have not voluntarily transferred their shares to the Offeror prior to the expiry of the Compulsory Acquisition Period, and consequently become the sole shareholder of all issued and outstanding shares in Everfuel.

The Statutory Notice will be published in the IT systems of the Danish Business Authority and made available on the website of Everfuel with an acceptance form.

Shareholders and prospective shareholders in Everfuel are also informed that it is expected that Everfuel will request Oslo Børs to suspend the shares of Everfuel from trading on Euronext Growth Oslo with effect from expiry of the Compulsory Acquisition Period (whereafter any remaining shares in Everfuel will be compulsory acquired by the Offeror), i.e. expectedly suspension of trading with effect from and including 19 December 2024. Any such suspension is subject to confirmation by Oslo Børs and separately announced at a later stage.

Advisors

Nordea Bank Abp, filial i Norge, is acting as settlement agent, while Advokatfirmaet BAHR AS and Gorrissen Federspiel Advokatpartnerselskab are acting as legal advisors to the Offeror.

About Everfuel

Everfuel owns and operates green hydrogen infrastructure and partner with industry and vehicle OEMs to connect the entire hydrogen value chain and seamlessly provide hydrogen fuel to enterprise customers under long-term contracts. Green hydrogen is a 100% clean energy carrier made from renewable solar and wind power and key to decarbonising industry and transportation in Europe. Everfuel is an ambitious, rapidly growing company, headquartered in Herning, Denmark, and with activities in Denmark, Germany and The Netherlands, and a plan to grow across Europe. Everfuel is listed on Euronext Growth in Oslo under EFUEL.

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. The Offeror 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.

Forward-looking statements

This announcement, verbal statements made regarding the Compulsory Acquisition and other information published by the Offeror may contain certain statements about the Company, the Offeror and their respective affiliates and businesses as well as the timing and procedures relating to the Compulsory Acquisition are or may be forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Offeror's and the Company's control and all of which are based on the Offeror's current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. Examples of forward-looking statements include, among others, statements regarding the Company's or the Offeror's future financial position, income growth, assets, impairment charges, business strategy, leverage, payment of dividends, projected levels of growth, projected costs, estimates of capital expenditures, and plans and objectives for future operations and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither the Company, the Offeror nor any member of their respective groups, nor any of their respective members, associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

Any forward-looking statements made herein speak only as of the date they are made. The Company and the Offeror disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.