Vitol B.V. completes acquisition

20 Dec 2024 21:50 CET

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Vitol B.V. completes acquisition of a controlling stake in WPU, changes to the
Board of Directors,
refinancing of debt, and possible market order.

On December 17, 2024 (announcement no. 16), WPU – Waste Plastic Upcycling A/S
(Euronext Growth
Oslo: WPU) (the “Company” or “WPU”) announced that Vitol B.V. (“Vitol”) had
entered into
conditional agreements (the “Agreements” and each a “Agreement”) with WPU’s
Chairperson of the
Board, Niels Stielund, Vice Chairperson Klaus Lindblad, CEO Niels H. Bagge and
other material
shareholders (the “Selling Shareholders”) for Vitol’s acquisition of shares in
WPU.

On December 20, 2024, the conditions for closing under the main Agreement were
confirmed satisfied
by the parties thereto. Accordingly, Vitol has on the date hereof completed and
settled its acquisition of
the shares comprised by such Agreement, amounting to 34,586,995 shares of
nominally DKK 0.01 each
against payment of NOK 518,804,925, corresponding to 65.62 per cent of the
Company’s fully diluted
share capital, bringing Vitol’s total of holding of shares in WPU up to 89.14
per cent of the fully diluted
share capital.

A separate announcement will be made by WPU on the date hereof with information
on transactions
made by persons discharging managerial responsibilities in WPU and persons
closely associated with
them as well as a separate major shareholder announcement in accordance with the
rulebook of
Euronext Growth Oslo due Vitol’s shareholding in WPU exceeding a threshold of 50
per cent of the
total share capital.

Settlement of remaining Agreements
Settlement of the remaining Agreements, comprising 640,999 shares of nominally
DKK 0.01 each,
corresponding to 1.22 per cent of the Company’s fully diluted share capital, is
expected to be
completed on Monday December 23, 2024, following which Vitol’s total holding of
shares in WPU will
be 90.36 per cent of the fully diluted share capital.

WPU will publish a major shareholder announcement with confirmation of Vitol’s
shareholding in
WPU after settlement of the remaining Agreements.

Changes to the Board of Directors and extraordinary general meeting
In accordance with the Agreement, Niels Stielund and Klaus Lindblad have now
both resigned from
the Board of Directors of WPU effective on the date hereof.

The Board of Directors expects to convene an extraordinary general meeting of
WPU soon with the
proposal to elect Alexandra Wentworth-Foster of Vitol as a new member to the
Board of Directors.

In the meantime, the Board of Directors will reconstitute itself with current
board member Tom Henry
Baker as Chairperson and current board member Eduard Ruijs as Vice Chairperson.

Refinancing of debt
Vitol S.A. has on the date hereof provided the previously announced debt funding
to the WPU
company group. The WPU company group has upon receipt of such debt funding
refinanced the
Selling Shareholders’ loans to the WPU company group.

Potential market order
Subject to settlement of the Agreements, certain terms, general market
conditions and other factors,
Vitol is exploring to, but shall not in any way be obligated to, potentially
provide shareholders in the
Company the opportunity to sell their shares in the Company to Vitol at NOK 15
per share of
nominally DKK 0.01 each within a limited and defined time period. The purpose
would be to give the
remaining WPU shareholders the opportunity to sell their shares to Vitol at the
same price as the share
price in the Agreements. It is emphasized that no decision has been made by
Vitol to make any such
order or offer and that Vitol shall not in any way be obligated to provide such
order or offer to the
shareholders in WPU. The details, terms and conditions of any such order or
offer will, if made by
Vitol, be announced at a later stage.

It is specified that the information contained in the paragraph above is
non-binding and does not
constitute or form part of any offer or invitation to sell, or any solicitation
of any offer or order to
purchase any shares or any other securities nor shall it (or any part of it) or
the fact of its distribution,
form the basis of, or be relied on in connection with or act as an inducement to
enter into, any contract
or commitment whatsoever.

This announcement is made in compliance with the disclosure requirements
outlined in Section 5-12 of
the Norwegian Securities Trading Act.


For further information, contact:
WPU: Thomas Åberg, CFO, e-mail: TA@WPU-DK.COM.
Vitol: Andrea Schlaepfer, Head of Corporate Affairs, e-mail: acs@vitol.com.

Important notice:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to
purchase, any securities of the Company. 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. Persons distributing this communication
must satisfy
themselves that it is lawful to do so. The potential transactions described in
this announcement and the
distribution of this announcement and other information in connection with the
potential transactions
in certain jurisdictions may be restricted by law and persons into whose
possession this announcement,
any document or other information referred to herein comes should inform
themselves about, and
observe, any such restrictions.

The information contained in this announcement is for background purposes only
and does not
purport to be full or complete. This announcement has not been approved by any
competent
regulatory authority. The information in this announcement is subject to change.
No obligation is
undertaken to update this announcement or to correct any inaccuracies except as
required by
applicable laws, and the distribution of this announcement shall not be deemed
to be any form of
commitment to proceed with any transaction or arrangement referred to herein.
This announcement is
intended for the sole purpose of providing information. Persons needing advice
should consult an
independent financial adviser. This announcement does not constitute an
investment recommendation.
Past performance is not a guide to future performance. Information in this
announcement cannot be
relied upon as a guide to future performance.

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 Company
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. Such risks,
uncertainties, contingencies and
other important factors could cause actual events to differ materially from the
expectations expressed
or implied in this release by such forward-looking statements. The Company does
not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed
in this announcement or any obligation to update or revise the statements in
this announcement to
reflect subsequent events. You should not place undue reliance on the
forward-looking statements in
this announcement. The information, opinions and forward-looking statements
contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does
not undertake any obligation to review, update, confirm, or to release publicly
any revisions to any
forward-looking statements to reflect events that occur or circumstances that
arise in relation to the
content of this announcement. Neither the Company nor any of its affiliates
makes any representation
as to the accuracy or completeness of this announcement and none of them accepts
any responsibility
for the contents of this announcement or any matters referred to herein. 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 of the Company. Neither the Company nor any of its
affiliates accepts any
liability arising from the use of this announcement. The distribution of this
announcement and other
information may be restricted by law in certain jurisdictions. Persons into
whose possession this
announcement or such other information should come are required to inform
themselves about and to
observe any such restrictions.

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635505_1. WPU - Waste Plastic Upcycling AS - Announcement - Completion.pdf