Faro BidCo ApS publishes a notice of compulsory acquisition of the shares in Everfuel A/S held by the remaining minority shareholders

20 Nov 2024 08:00 CET

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20 November 2024

Following the settlement and completion of the unregulated voluntary public
tender offer, as regulated by the offer document dated 2 September 2024 (the
"Offer"), by Faro BidCo ApS, company registration (CVR) no. 44 98 99 99, (the
"Offeror") to certain shareholders of Everfuel A/S (the "Company" or
"Everfuel"), the Offeror has decided to exercise its rights under Sections 70
and 72 of the Danish Companies Act to initiate and complete a compulsory
acquisition of the shares in the Company held by the remaining minority
shareholders (the "Compulsory Acquisition").

Reference is made to section 1.28 of the offer document dated 2 September 2024,
in which the Offeror informed the shareholders of Everfuel about the possibility
of a potential compulsory acquisition following completion of the Offer.

The Company has been informed that the Offeror holds 90.57% of the shares and
the voting rights in Everfuel following settlement of the Offer. On this basis,
the Offeror is entitled to, and has resolved to, exercise its right to complete
the Compulsory Acquisition of the shares held by the remaining minority
shareholders of Everfuel in accordance with sections 70 and 72 of the Danish
Companies Act.

Accordingly, all remaining minority shareholders of Everfuel are pursuant to the
attached statutory notice for the Compulsory Acquisition (the "Statutory
Notice") formally requested by the Offeror to transfer their shares in Everfuel
to the Offeror within a period of four (4) weeks expiring on 18 December 2024 at
23:59 (CET) (the "Compulsory Acquisition Period") at a price of NOK 13 per share
in Everfuel of a nominal value of DKK 0.01 (the "Redemption Price"), subject to
the terms and conditions of the Statutory Notice.

Shareholders and prospective shareholders in Everfuel are informed that after
expiry of the Compulsory Acquisition Period, the Offeror will, against payment
of the aggregate Redemption Price, compulsorily acquire the shares in Everfuel
held by the minority shareholders who have not voluntarily transferred their
shares to the Offeror prior to the expiry of the Compulsory Acquisition Period,
and consequently become the sole shareholder of all issued and outstanding
shares in Everfuel.

The Statutory Notice will be published in the IT systems of the Danish Business
Authority and made available on the website of Everfuel with an acceptance form.

Shareholders and prospective shareholders in Everfuel are also informed that it
is expected that Everfuel will request Oslo Børs to suspend the shares of
Everfuel from trading on Euronext Growth Oslo with effect from expiry of the
Compulsory Acquisition Period (whereafter any remaining shares in Everfuel will
be compulsory acquired by the Offeror), i.e. expectedly suspension of trading
with effect from and including 19 December 2024. Any such suspension is subject
to confirmation by Oslo Børs and separately announced at a later stage.

Advisors

Nordea Bank Abp, filial i Norge, is acting as settlement agent, while
Advokatfirmaet BAHR AS and Gorrissen Federspiel Advokatpartnerselskab are acting
as legal advisors to the Offeror.

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.

Important notice

The Compulsory Acquisition and the terms and conditions of the Compulsory
Acquisition are governed by Danish law and carried out in conformity with the
requirements of Danish law. The Compulsory Acquisition is not subject to
Norwegian law.

The notice for the Compulsory Acquisition has not been and will not be reviewed
or approved by the Norwegian FSA, the Danish FSA, Oslo Børs or any other
regulatory authority or stock exchange.

The notice for the Compulsory Acquisition and the distribution of this
announcement and other information in connection with the Compulsory Acquisition
may be restricted by law in certain jurisdictions. 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.

Forward-looking statements

This announcement, verbal statements made regarding the Compulsory Acquisition
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 Compulsory Acquisition 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 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 and the Offeror 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.

More information:
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