Consequences of the Viridor offer declared unconditional – Plan to call for Extraordinary General Meeting

24 Apr 2023 07:35 CEST

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, 24 April 2023

Reference is made to the announcement dated 24 April 2023 by Harald Norway Bidco
AS (the "Offeror" a wholly-owned subsidiary of Viridor Limited, "Viridor") where
the recommended cash offer for all outstanding shares in Quantafuel ASA
("Quantafuel" or the "Company") at an offer price of NOK 6.38 per Share (the
"Offer"), was declared unconditional, and where a final extension of the offer
period until 28 April 2023 was provided.
All material conditions for completion of the Offer, including the 90%
acceptance threshold have been fulfilled or waived. The Offeror will accordingly
following settlement of the Offer on or about 5 May 2023 become the controlling
shareholder of the Company.

As a consequence of the Offer being declared unconditional and the corresponding
amendments to the shareholder structure, the Company will send out a separate
notice to call for an Extraordinary General Meeting (the "EGM") on the 24 April
2023, expected to take place on the 12th May 2023.

The following items are, inter alia, included on the agenda for the EGM:
• Election to the Board, as proposed by the majority shareholder
• Proposal to apply for delisting of the Company from Euronext Growth
• Proposal to convert the Company from a public company (ASA) to a private
company (AS)
• Proposal to grant an authorisation to issue shares at the maximum permitted
under statutory law (i.e. 50%)

The Offeror will following settlement of the Offer have sufficient votes to
secure support for all proposed agenda items on the EGM.

Given the financial situation of the Company and the announced completion of the
Offer, the Board will in the best interest of the Company and its shareholders
consider facilitating such actions necessary and available to the Board to the
extent legally permitted, hereunder i) to accelerate the equity conversion of
the NOK 250 million loan facility provided by Viridor in connection with the
Offer and ii) a potential equity issue directed towards Viridor, based on the
existing authorisation available to the Board. The equity conversion and
issuance of new shares in connection with the abovementioned actions are
expected to increase Viridor’s ownership from its prevailing acceptance level.

For more information, please refer to the Offer Document dated 2 March 2023. The
Offer Document is available, subject to regulatory restrictions in certain
jurisdictions, at
https://www.dnb.no/markets/aksjer/emisjoner/oversikt-emisjoner/quantafuel-forsid
e.

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

***

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. 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 and Japan. The
Offeror or Quantafuel ASA assume no 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 though means reasonably calculated to inform U.S. Holders of such
information. In addition, the financial advisors to the Offeror may also engage
in ordinary course trading activities in securities of the Company, which may
include purchases or arrangements to purchase such securities.

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 may constitute a criminal
offence in the United States.

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