Start of offer period for unregulated recommended voluntary cash offer of NOK 13 per share to the shareholders of everfuel A/S

02 Sep 2024 17:00 CEST

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BE UNLAWFUL. OTHER RESTRICTIONS APPLY

Herning, 2 September 2024

Reference is made to the stock exchange announcement made on 28 August 2024,
where it was announced that Faro BidCo ApS (the "Offeror") had reached an
agreement (the "Transaction Agreement") with Everfuel A/S (the "Company" or
"Everfuel") regarding the launch of an unregulated recommended voluntary cash
offer of NOK 13 per share (the "Offer Price") to acquire all issued and
outstanding shares (the "Shares") in the Company except for Shares owned by the
Rollover Shareholders (as defined below) or held in treasury by the Company (the
"Offer").

The Offeror hereby announces the launch of the Offer pursuant to the terms and
condition of the Offer as set out in an offer document dated 2 September 2024
(the "Offer Document"). The complete terms and conditions for the Offer,
including a description of the procedures for accepting the Offer, are set out
in the Offer Document.

The offer period will commence today, on 2 September 2024, and expire at 16:30
(Oslo time) on 7 October 2024, subject to extensions as further described in the
Offer Document for a maximum of 10 weeks ending on 11 November 2024.

The Offer can only be accepted on the basis of the Offer Document and will not
be made in any jurisdiction in which the making of the Offer would not be in
compliance with the laws of such jurisdiction. The Offer Document will be sent
by applicable means to shareholders of the Company whose contact details appears
in the Company's share register in the VPS as of the date hereof in
jurisdictions where the Offer Document may be lawfully distributed.

Receiving agents: Nordea Abp, filial i Norge, and SpareBank 1 Markets AS.

Subject to regulatory restrictions in certain jurisdictions, the Offer Document
is also available at the receiving agents' webpages:
https://www.nordea.com/en/everfuel and
https://www.sb1markets.no/en/transactions/ and may be obtained free of charge
during ordinary business hours at the offices of the receiving agents, Nordea,
Essendrops gate 7, 0107 Oslo, Norway and SpareBank 1 Markets, Olav Vs gate 5,
0161 Oslo, Norway.

Board Recommendation

The Company's Board of Directors, excluding one member representing the Rollover
Shareholders who has recused himself due to his affiliation with one of the
Rollover Shareholders (the "Board"), recommends the free float shareholders of
the Company to accept the Offer. The Board believes the terms of the Offer are
in the best interests of the Company and the shareholders as a whole. The Board
has, as part of the basis for its considerations, obtained a fairness opinion on
the Offer from Pareto Securities AS, which concludes that the Offer (subject to
customary assumptions, considerations, qualifications, factors and limitations)
is, at the date of the fairness opinion, fair, from a financial point of view.

The fee float shareholders are recommended to carefully review and assess the
terms and conditions of the Offer set out in the Offer Document and the Board's
recommendation before making any decision to accept the Offer.

The Board's recommendation is enclosed to the Offer Document, and the Fairness
Opinion is available on the Company's website: www.everfuel.com.

The Offeror

The Offeror is a newly incorporated Danish private limited liability company
with registration (CVR) no. 44 98 99 99, and an indirect subsidiary of
infrastructure investment funds managed or advised by Swiss Life Asset
Management AG ("Swiss Life AM").

The Rollover and support from institutional shareholders

The Company's three largest shareholders, E.F. Holding ApS, HvVC ApS and Clean
H2 Infra Fund S.L.P. (collectively, the "Rollover Shareholders"), holding in the
aggregate 64,753,804 Shares, representing approximately 75.05% of the Company's
outstanding share capital as of 28 August 2024, Swiss Life Vergia S.à r.l. and
the Offeror have entered into an investment agreement (the "Investment
Agreement") pursuant to which the Rollover Shareholders have agreed to exchange
all their Shares to the Offeror outside of the Offer against receiving shares in
the Offeror as consideration upon the Offer becoming unconditional (the
"Rollover"). The Rollover is further detailed in the Offer Document.

BankInvest, being one of the larger shareholders of the Company beyond the
Rollover Shareholders, with a shareholding of some 0.8% of the outstanding
shares, has, subject to certain terms and conditions, pre-accepted the Offer. In
addition, certain other institutional shareholders representing some 2.2% of the
outstanding shares of the Company have indicated their support for the Offer,
resulting in some 3% of the Company's outstanding shares supporting the Offer
(in addition to the Rollover Shareholders and pre-acceptances from members of
the Company's board and management owning shares in the Company as announced by
the Company on 28 August 2024).

Key terms for the Offer

· Offer Price: NOK 13 per Share in cash, subject to adjustments pursuant to
the terms and conditions of the Offer.

· Conditions for completion: As further detailed and specified in the Offer
Document, completion of the Offer will be subject to the following conditions
being satisfied or waived in whole or in part by the Offeror:

· shareholders of the Company representing (when taken together with any
shares acquired by the Offeror or to be acquired by the Offeror through the
Investment Agreement (as defined in the Offer Document) other than through the
Offer) more than 90% of the issued and outstanding share capital and voting
rights of Company on a fully diluted basis (as defined in the Offer Document)
(excluding any shares held by the Company in treasury) having validly accepted
the Offer;

· the Board shall not have amended or withdrawn its recommendation of the
Offer;

· that relevant regulatory approvals have been obtained on terms satisfactory
for the Offeror;

· the Company shall conduct its business in the ordinary course of business in
all material respects;

· no court or governmental or regulatory authority of any competent
jurisdiction shall have taken any form of legal action that will restrain or
prohibit the consummation of the Offer;

· no Material Adverse Change (as defined in the Offer Document) shall have
occurred between the date of the Transaction Agreement and until settlement of
the Offer;

· the Rollover is completed in accordance with the terms of the Investment
Agreement; and

· no material breach by the Company of the Transaction Agreement shall have
occurred, and that the Company has not terminated the Transaction Agreement.

Barring unforeseen circumstances or any extensions of the offer period of the
Offer, it is currently expected that the Offer will be completed during fourth
quarter 2024, following satisfaction or waiver of all conditions for the Offer.

If, as a result of the Offer or otherwise, the Offeror acquires and holds, alone
and not calculated together with any other parties, shares in the Company
representing more than 90% of the total issued shares and voting rights in the
Company (excluding any shares held by the Company in treasury), then the Offeror
intends to initiate a compulsory redemption (squeeze-out) of the remaining
shares in the Company not already owned by the Offeror. Also, if, as a result of
the Offer or otherwise, the Offeror holds a sufficient majority of the shares of
the Company, the Offeror intends to propose to the general meeting of the
Company that an application is filed with the Oslo Stock Exchange for the
delisting of the shares of the Company from Euronext Growth Oslo.

If the Offeror has not publicly announced that the closing conditions relating
to minimum acceptance and regulatory approvals have been satisfied, fulfilled or
waived by the Offeror by 23:59 Oslo time on 20 December 2024, or a later date to
be mutually agreed in writing between the Company and the Offeror, the Offer
will not be completed and shareholders who have tendered their shares will be
released from their acceptance of the Offer.

Offer price premium

The Offer Price represents a premium of:

· 52.9% compared to the closing price on Euronext Growth Oslo of NOK 8.50 per
Share on 27 August 2024;

· 47.5% compared to the 30-day volume weighted average price (VWAP) of NOK
8.82 per Share ending 27 August 2024; and

· 36.0% compared to the three-month VWAP of NOK 9.56 per Share ending on 27
August 2024

The Offer price corresponds to an equity value of the Company of approximately
NOK 1.12 billion based on the current number of issued and outstanding Shares in
the Company.

Advisors

Nordea Bank Abp, filial i Norge, is acting as financial advisor, while
Advokatfirmaet BAHR AS and Gorrissen Federspiel Advokatpartnerselskab are acting
as legal advisors for the Offeror. SpareBank 1 Markets AS is acting as financial
advisor and Advokatfirmaet Thommessen AS is acting as legal advisor for E.F.
Holding ApS. Kromann Reumert and Wikborg Rein Advokatfirma AS are acting as
legal advisors for the Company. Capient AS acted as investor relations and
communications advisor to the Company.

Contacts

For further information, please contact:

Jacob Krogsgaard, CEO, Everfuel, +45 2871 8945

Mads T. Mortensen, Director of investor relations and communication, Everfuel,
mm@everfuel.com, +45 7730

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.

About the Offeror and Swiss Life AM

The Offeror, Faro BidCo ApS, is a private limited liability company incorporated
and existing under the laws of Denmark with company registration (CVR) no. 44 98
99 99. The Offeror is a newly established acquisition vehicle for the purpose of
the Offer, wholly-owned by Swiss Life Vergia S.à r.l., which in turn is owned by
infrastructure investment funds managed or advised by Swiss Life AM.

Swiss Life AM has more than 165 years of experience in managing the assets of
the Swiss Life Group. This insurance background has exerted a key influence on
the investment philosophy of Swiss Life AM, which is governed by such principles
as value preservation, the generation of consistent and sustainable performance
and a responsible approach to risks. Swiss Life AM offers this proven approach
to third-party clients in Switzerland, France, Germany, Luxembourg, the UK,
Italy and the Nordic countries.

As of 31 December 2023, assets under management for third-party clients amount
to CHF 111.8 billion. Together with insurance mandates for the Swiss Life Group,
total assets under management at Swiss Life AM stood at CHF 255.7 billion. Swiss
Life AM is a leading real estate manager in Europe. Of the assets totalling CHF
255.7 billion, CHF 85.4 billion is invested in real estate. In addition, Swiss
Life AM, in cooperation with Livit, manages real estate totalling CHF 21.2
billion in value. Total real estate assets under management and administration
at the end of December 2023 thus came to CHF 106.7 billion. Swiss Life AM
employs more than 2200 people in Europe.

Important notice

The terms and conditions of the Offer will be governed by Danish law and carried
out in conformity with the requirements of Norwegian and Danish law. The Offer
will not be subject to the take-over regime as stipulated by the Norwegian
Securities Trading Act chapter 6 nor the rules in Chapter 8 of the Danish
Capital Markets Act and the Danish Takeover Order as the Shares of the Company
are not admitted to trading on a regulated market. The Offer is not a public
takeover offer within the meaning of the Norwegian takeover regime as stipulated
by the Norwegian Securities Trading Act chapter 6 nor the rules in Chapter 8 of
the Danish Capital Markets Act and the Danish Takeover Order. The Offer Document
will not be reviewed or approved by the Norwegian FSA, the Danish FSA, Oslo Børs
or any other regulatory authority or stock exchange. The Offer may only be
accepted pursuant to the terms and procedures set out in the Offer Document,
which will set out the complete terms and conditions of the Offer, including
procedures for accepting the Offer.

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, 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 for information purposes only and is not a tender offer
document and, as such, does not constitute or form part of 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. Any
decision with respect to the tendering of securities in the Company should be
made solely on the basis of Offer Document as well as on an independent analysis
of the information contained therein. 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 applicable under the laws
of Norway and Denmark.

Nordea is acting as financial advisor on certain local matters outside of the
United States exclusively for the Offeror in connection with the Offer and for
no one else and will not be responsible to anyone other than the Offeror for
providing the protections afforded to its clients or for providing advice in
relation to the Offer.

Forward-looking statements

This announcement, verbal statements made regarding the Offer 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 Offer and potential amendments to the
Offer that 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, the Rollover Shareholders, 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, the Offeror and the Rollover Shareholders 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.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for the current or future financial years
would necessarily match or exceed the historical published earnings or earning
per share.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures that precede them.

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 to the
extent applicable rules are available ("U.S. Holders") on the same terms and
conditions as those made to all other holders of Shares of 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 as a "Tier I" tender offer under the U.S.
Exchange Act, and otherwise in accordance with the requirements of Norwegian and
Danish 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 exemption rules 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 and Danish 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 and Denmark, 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. 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 or will 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.

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