TCEH’s Simplified Tender Offer for NHOA Shares: Reminder of the Terms

18 Nov 2024 08:30 CET

• Offer price at EUR 1.25 per NHOA share and conditional price supplement of EUR 0.65 per NHOA share only if certain conditions are met (the “Conditional Price Supplement”)
• Period of the simplified tender offer (the “Offer”): from 7 November to 20 November 2024, without possible reopening of the Offer at the end of the Offer, in accordance with applicable regulation
• Implementation of a squeeze-out procedure within 3 months from the closing of the Offer

Regulatory News:

NHOA (Paris:NHOA):

The offeror, TCEH, would like to remind the terms of the Offer approved by the AMF on 5 November 2024 and opened since 7 November 2024. The Offer ends on 20 November 2024. It is specified that as the Offer is made under the simplified procedure, in accordance with the provisions of Articles 233-1 et seq. of the AMF’s General Regulation, it cannot be reopened following the publication by the AMF of the final result of the Offer.

The price of the Offer amounts to EUR 1.25 per NHOA share and only if certain conditions are met, as more precisely detailed in the offeror’s offer document, approved by the AMF under visa n°24-461 dated 5 November 2024, shareholders who have tendered their NHOA shares to the Offer, or, where applicable, whose shares are transferred to the offeror as part of the squeeze-out, will be entitled to a Conditional Price Supplement of EUR 0.65 per NHOA share.

Shareholders and potential investors of NHOA are encouraged to read the details of the conditions set forth in Section 2.2.1(B) of TCEH’s offer document and exercise caution when dealing in NHOA securities.

TCEH intends to request the AMF to implement a squeeze-out procedure within 3 months from the closing of the Offer.

The offer document of TCEH and the information relating in particular to the legal, financial and accounting characteristics of TCEH are available on the websites of the AMF (www.amf-france.org), of TCC Group Holdings Co., Ltd (www.tccgroupholdings.com/en/) and NHOA (www.nhoagroup.com), and may be obtained free of charge from Crédit Agricole Corporate and Investment Bank (12 place des Etats-Unis- CS 70052 - 92547 Montrouge Cedex).

Disclaimer

The Offer is being made exclusively in France.

This press release (the “Press Release”) was prepared for information purposes only. This Press Release does not constitute an offer or part of an offer to sell, purchase or subscribe for any securities and it shall not be considered as constituting any solicitation of such an offer.

This Press Release may not be distributed in countries other than France, subject to the publication of this Press Release on TCC’s and NHOA’s websites pursuant to applicable regulations.

The dissemination of this Press Release, the Offer and its acceptance may be subject to specific regulations or restrictions in certain countries. The Offer is not made for persons subject to such restrictions, neither directly nor indirectly, and may not be accepted in any way from a country where the Offer would be subject to such restrictions. Consequently, persons in possession of this Press Release shall inquire about potential applicable local restrictions and comply with them.

TCEH and TCC will not be liable in the event of any breach of the applicable legal restrictions by any person.

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