Offer document issued – Start of offer period for Viridor’s recommended voluntary cash offer to acquire all outstanding shares in Quantafuel ASA

02 Mar 2023 08:45 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Oslo, 2 March 2023: Reference is made to the joint announcement made by Harald
Norway Bidco AS (the "Offeror"), a wholly-owned subsidiary of Viridor Limited
("Viridor"), and Quantafuel ASA ("Quantafuel" or the "Company") on 28 February
2023. The Offeror today announces its issue of the offer document (the "Offer
Document") and commencement of the offer period (the "Offer Period") for the
voluntary cash offer to acquire all outstanding shares of Quantafuel ASA (the
"Shares") at a price of NOK 6.38 per Share (the "Offer"). The Board of Directors
of Quantafuel unanimously recommends the shareholders of the Company to accept
the Offer, and the Company’s two largest shareholders, KIRKBI and BASF,
representing approx. 20.3% of the Shares and both represented on Quantafuel’s
Board, as well as all other members of Quantafuel’s Board and executive
management, have irrevocably pre-accepted the Offer.

The Offer Document will be sent to all shareholders of Quantafuel as registered
in the Company's shareholder register in Euronext VPS as of the date of the
Offer Document, in jurisdictions where the Offer Document may be lawfully
distributed. The Offer Document will also be available at www.dnb.no/emisjoner.

The Offer Period will commence on 2 March 2023 and expire at 16:30 hours (CEST)
on 29 March 2023, subject to extensions at the sole discretion of the Offeror.
The terms and conditions of the Offer, including the procedures for how to
accept the Offer, are set out in the Offer Document.

Key terms of the Offer:
• An offer consideration of NOK 6.38 will be afforded in cash per Share, subject
to adjustment pursuant to the terms and conditions of the Offer.
• The Offer Period is from 2 March 2023 to and including 16.30 (CEST) on 29
March 2023, subject to extension.
• The receiving agent for the Offer is DNB Markets, a part of DNB Bank ASA.

Advisers

ABG Sundal Collier ASA is acting as financial advisors and Wikborg Rein
Advokatfirma AS is acting as legal advisor to Quantafuel.

Macquarie Capital (Europe) Limited is acting as financial advisor to the
Offeror, DNB Markets, a part of DNB Bank ASA, is acting as domestic financial
advisor and receiving agent to the Offeror in connection with the Offer. Simpson
Thacher & Bartlett LLP and Advokatfirmaet Wiersholm AS are acting as legal
advisors to the Offeror.

***

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.

***

IMPORTANT NOTICE

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Australia, New Zealand, South Africa, Hong Kong and Japan. 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. This announcement is not a tender offer document and, as
such, does not constitute an offer or the solicitation of an offer to acquire
the Shares. Investors may accept the Offer only on the basis of the information
provided in the Offer Document. Offers will not be made directly or indirectly
in any jurisdiction where either an offer or participation therein is prohibited
by applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made to holders of Shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of
Shares in the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company’s other
shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else. The Offer will be made to U.S. Holders pursuant to Section 14(e)
and Regulation 14E under the U.S. Exchange Act as a "Tier II” tender offer, and
otherwise in accordance with the requirements of Norwegian law. Accordingly, the
Offer will be subject to disclosure and other procedural requirements, including
with respect to the offer timetable, settlement procedures and timing of
payments, that are different from those that would be applicable under U.S.
domestic tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.

More information:
Access the news on Oslo Bors NewsWeb site