Secondary placement of existing shares in Envipco Holding N.V successfully completed

14 Jan 2025 22:22 CET

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, 14 January 2025 - Reference is made to the stock
exchange notice published on 14 January 2025 regarding a potential secondary
placement of existing ordinary shares (the "Shares") in Envipco Holding N.V
("Envipco" or the "Company") through an accelerated bookbuilding process (the
"Offering").

Two members of the Bouri family, Kathleen. E. Bouri and Vanda Bouri (the
"Sellers") have successfully sold 7,932,268 Shares in the Company,
representing approximately 13.8% of the issued and outstanding Shares in the
Company, at NOK 62 per share (the "Offering").

Following completion of the Offering, non-selling members of the Bouri family
(Mark A. Bouri, Maurice A. Bouri and Charles A. Bouri) will hold 8,923,802
shares in Envipco, equivalent to approximately 15.5% of the outstanding shares
in the Company. The Offering is unconditional as of the time of allocation,
and the Sale Shares will be tradeable upon allocation as from 15 January 2025.
Settlement will take place on a delivery versus payment basis, on our about 17
January 2025.

The Company's shares are listed on Euronext Amsterdam and Euronext Oslo Børs,
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 they are made subject to a
registration process through Euroclear Netherlands, the central security
depositary in the Netherlands.

In connection with the Offering, the Bouri family will have reached their
targeted long-term position in Envipco, and remaining shareholding members of
the family has committed to a 365-day lock-up period with the Manager (defined
below) for their shares in Envipco, subject to certain customary exemptions.
Maurice A. Bouri will continue in his role as an Executive Board Member of the
Company.

Skandinaviska Enskilda Banken AB (publ) acted as sole bookrunner in connection
with the Offering (the "Manager"). Advokatfirmaet Thommessen AS is acting as
the Sellers' Norwegian legal advisor and Bird & Bird (Netherlands) LLP is
acting as the Sellers' 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 investors subject
to applicable exemptions from relevant prospectus requirements, (i) outside
the United States in reliance on Regulation S under the US Securities Act of
1933, as amended (the "US 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 Sellers 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 Sellers do 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 Sellers, 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 Sellers, 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 Sellers only in connection with the Offering and
no one else, and will not be responsible to anyone other than the Sellers 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.

For further information please contact:
Simon Bolton, Group CEO +31 33 285 1773
Mikael Clement, CSO +47 9900 8000
www.envipco.com
envipcoinvestorrelations@envipco.com

About Envipco Holding N.V.
Envipco Holding N.V. (Envipco), www.envipco.com, is a Netherlands-based
holding company listed on Euronext Amsterdam and Euronext Oslo Børs (Symbols:
ENVI/ENVIP). Envipco, with operations in several countries around the globe,
is a recognized leader in the development and operation of reverse vending
machines (RVMs), automated technological systems for the recovery of used
beverage containers. Known for its innovative technology and market
leadership, Envipco holds several intellectual property rights for RVM
systems, including but not limited to beverage refund deposit markings,
material type identification, compaction, and accounting.

More information:
Access the news on Oslo Bors NewsWeb site

636517_Secondary placement of existing shares in Envipco Holding N.V successfully completed.pdf