Contemplated secondary placement of existing shares in Envipco Holding N.V

25 Jun 2024 17:41 CEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR
ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES AND THE SECURITIES
REFERRED TO HEREIN MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT; ANY PUBLIC
OFFERING OF SUCH SECURITIES TO BE MADE IN THE UNITED STATES WILL BE MADE BY
MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM THE COMPANY, WHICH WOULD CONTAIN
DETAILED INFORMATION ABOUT THE COMPANY AND MANAGEMENT, AS WELL AS FINANCIAL
STATEMENTS. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED
STATES.

Amersfoort, The Netherlands, 25 June 2024 - A member of the Bouri Family
(“Bouri”) has retained Skandinaviska Enskilda Banken AB (publ) as sole
bookrunner (the “Manager”) to explore a potential secondary placement of
existing ordinary shares in Envipco Holding N.V (“Envipco” or the “Company”)
(the “Offering”).

The relevant member of the Bouri family, Mrs. Leila Bouri (the “Seller”) is
contemplating to sell approximately 5% of the issued and outstanding shares in
the Company through an accelerated book building process. No other members of
the Bouri family shall sell shares in the Offering. Assuming all Sale Shares are
sold as part of the Offering, following completion of the transaction the Bouri
family will hold approximately 17 million shares in Envipco, equivalent to
approximately 29% of the outstanding shares in the Company, and the free float
in the Company will increase from approximately 49% to approximately 54%. The
Seller reserves the right, at its own discretion, to decide the number of shares
to be sold, or to sell no shares at all in the Offering.

The Company's shares are listed on Euronext Amsterdam and Euronext Growth Oslo,
under the ticker ENVI and ENVIP, respectively. The shares delivered in the
Offering will be in the Norwegian Central Securities Depository and will not be
tradable on Euronext Amsterdam unless subject to a registration process through
Euroclear Netherlands, the central security depositary in the Netherlands.
The offer price and the total number of Sale Shares in the Offering will be
determined through the accelerated book building process carried out by the
Manager. The book building period will commence immediately following the
publication of this announcement and close no later than 26 June 2024 at 08:00
CEST and could also close earlier or later at the discretion of the Seller in
consultation with the Manager. The result of the Offering is expected to be
announced before 09:00 CEST on 26 June 2024 (T). The Offering will be
unconditional as of the time of allocation. The Sale Shares will be tradeable
upon allocation and settlement of the Offering will be conducted on a normal
delivery-versus-payment basis (DVP T+2).

Following a successful completion of the Offering, the Seller and the other
members of the Bouri family will enter into a customary 90-day lock-up
commitment with the Manager for the remaining shares in Envipco that the Seller
holds. Following the completion of the Offering, the Bouri family will remain
the clear largest shareholder in the Company with the same long-term commitment
as guided in the announcement on continuing support by the Bouri family in March
2024.

The purpose of this transaction is to increase the free float in the Envipco
share and allow asset reallocation for the Seller. The family remains committed
to being a long-term, significant owner in the Company and has strong conviction
in Envipco's future prospects.

The Offering has not been registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”) and will be made pursuant to applicable
exemptions from the obligation to publish a prospectus in Norway as well as
exemptions from the U.S. Securities Act and the securities laws of other
applicable jurisdictions.
The minimum order in the Offering have been set to the NOK equivalent of EUR
100,000. The Manager may, however, offer and allocate an amount below the NOK
equivalent of EUR 100,000 in the Offering to the extent exemptions from
prospectus requirements, in accordance with Regulation (EU) 2017/1129, are
available.
Advokatfirmaet Thommessen AS is acting as the Seller's Norwegian legal advisor
and Bird & Bird (Netherlands) LLP is acting as the Seller's Dutch legal advisor.

Important notices:
This announcement is not and does not form a part of a prospectus or any offer
to sell, or a solicitation of an offer to purchase, any securities of the
Company.
The distribution of this announcement and other information may be restricted by
law in the United States of America or in certain jurisdictions. Copies of this
announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures. Accordingly, this announcement is not for public
release, publication or distribution, directly or indirectly, in or into the
United States (including its territories and possessions, any state of the
United States and the District of Columbia), except to “qualified institutional
buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as
amended (the “Securities Act”). Persons into whose possession this announcement
or such other information should come are required to inform themselves about
and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the Securities Act, and accordingly may not be offered or sold
in the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any part of the offering or its securities in the United States or to conduct a
public offering of securities in the United States.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation (EU) 2017/1129, as amended, together with any
applicable implementing measures in any Member State. This communication is only
being distributed to and is only directed at persons in the United Kingdom that
are “qualified investors” within the meaning of the Prospectus Regulation as it
forms part of English law by virtue of the European Union (Withdrawal) Act 2018
and that are (i) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the “Order”) or (ii) high net worth entities, and other persons to whom
this announcement may lawfully be communicated, falling within Article 49(2)(a)
to (d) of the Order (all such persons together being referred to as “relevant
persons”).
This communication must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this
communication relates is available only for relevant persons and will be engaged
in only with relevant persons. Persons distributing this communication must
satisfy themselves that it is lawful to do so.

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 Seller 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. By their
nature, forward-looking statements are subject to numerous factors, risks and
uncertainties that could cause actual outcomes and results to be materially
different from those projected. Readers are cautioned not to place undue
reliance on these forward-looking statements.

Except for any ongoing obligation to disclose material information as required
by the applicable law, the Seller does not have any intention or obligation to
publicly update or revise any forward-looking statements after it distributes
this announcement, whether to reflect any future events or circumstances or
otherwise.
None of the Company, the Seller, the Manager nor any of their respective
subsidiary undertakings, affiliates or any of their respective directors,
officers, employees, advisers, agents or any other person accepts any
responsibility whatsoever for, or makes any representation or warranty, express
or implied, as to the truth, accuracy, completeness or fairness of the
information or opinions in this announcement (or whether any information has
been omitted from the announcement) or any other information relating to the
Company, the Seller, or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith.

The Manager is acting for the Seller only in connection with the Offering and no
one else, and will not be responsible to anyone other than the Seller for
providing the protections offered to clients nor for providing advice in
relation to the Offering, the contents of this announcement or any transaction,
arrangement or other matter referred to in this announcement.

In connection with the Offering, the Manager and their respective affiliates may
take up a portion of the shares offered in the Offering as a principal position
and in that capacity may retain, purchase, sell, offer to sell for their own
accounts such shares and other securities of the Company or related investments
in connection with the Offering or otherwise. In addition, the Manager and their
respective affiliates may enter into financing arrangements (including swaps or
contracts for differences) with investors in connection with which the Manager
and their respective affiliates may from time to time acquire, hold or dispose
of shares of the Company. The Manager do not intend to disclose the extent of
any such investment or transactions, other than in accordance with any legal or
regulatory obligations to do so.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. The price and value
of securities and any income from them can go down as well as up and you could
lose your entire investment. Past performance is not a guide to future
performance. Information in this announcement cannot be relied upon as a guide
to future performance. None of the Manager nor any of their respective
affiliates accepts any liability arising from the use of this announcement.

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