Creating a leading UK Bio-CNG clean fuel infrastructure platform

20 Mar 2025 01:20 CET

20 March 2025 - ReFuels N.V. ("Refuels" or the "Company"), a leading European
supplier of renewable biomethane (Bio-CNG) for the decarbonisation of heavy
goods vehicles (HGVs), has agreed with funds managed by the Foresight Group
("Foresight") to create, through ReFuels' existing wholly owned subsidiary CNG
Fuels Ltd ("CNG Fuels" or "CNGF"), a fully integrated clean fuel company.

CNG Fuels will encompass the biomethane sourcing and Renewable Transport Fuel
Certificate ("RTFC") generation, with direct station ownership, large site
pipeline and market leading station operating capabilities. The combined
entity now has a clear path to doubling the refuelling capacity to 20,000 HGVs
per day by end-2028.

The transaction implies that Foresight will contribute the 15 CNG stations and
mobile refuelling equipment to CNGF's balance sheet. ReFuels will contribute
its stake in Renewable Transport Fuel Services Ltd ("RTFS"), one of Europe's
leading biomethane aggregating businesses. The resulting business will have no
external interest-bearing debt. In exchange, funds managed by Foresight will
receive new equity in CNGF corresponding to 60% ownership while ReFuels' will
retain 40% ownership.

"By consolidating biomethane sourcing, station ownership and certificates, we
are creating a leading integrated and fully equity-funded Bio-CNG
infrastructure platform. This opens new sources of capital to finance a
doubling of our refuelling capacity supported by rapidly increasing cash flow
from operations. A larger station portfolio will enable additional truck
fleets to decarbonise, further fuelling network and scale effects", said
Philip Fjeld, CEO of ReFuels.

"With the new structure, ReFuels has a clear path for growth and material
value creation through a unique combination of self-funded,
infrastructure-backed growth, and tangible decarbonisation of heavy-duty
transport", Fjeld continued.

Transaction details:

* Funds managed by Foresight transfer ownership of 15 stations to CNGF,
bringing the total to 16 stations (incl. 1 station in-build)
* Plan to build at least nine grid-connected stations the next three years
complemented by a fleet of additional mobile refuelling stations (MRS)
* ReFuels transfers its 49% share of RTFS, giving CNGF 78.4% ownership of the
biomethane sourcing and RTFC generating business
* Approximately GBP 32 million in existing Foresight loans are deemed repaid
* ReFuels will own 40% of the ordinary shares of CNGF, which will be the only
assets held by ReFuels following the transfer of shares in RTFS to CNGF
* ReFuels will have a return (ratchet) mechanism which may increase the share
of distributions from CNGF up to 55% based on the valuation of CNGF in
certain future value realisation scenarios
* Foresight receives GBP 150.15 million in shareholder loan instruments from
CNGF carrying 10% coupon p.a.
* ReFuels receives GBP 15.95 million in shareholder loan instruments from CNGF
carrying a 10% coupon p.a.
* Both parties can receive up to an additional GBP 18 million each over three
years dependent on milestones based on successful distributions from RTFS

"CNG Fuels has an unmatched track record in developing and operating Bio-CNG
infrastructure across the UK. Their expertise, scale and first-mover advantage
put them years ahead of the competition, uniquely positioned to deliver
significant value creation as demand for low-carbon transport accelerates. We
look forward to extending our long-standing collaboration with ReFuels through
a simplified and efficient platform with a clear growth strategy", said Chris
Tanner, a Partner at Foresight.

The current network of 15 stations in operation has the capacity to serve
10,000 HGVs per day and have an annual dispensing capacity of more than 310
million kg of biomethane to customers including Amazon, DHL and Marks &
Spencer. In 2024, 55 million kg were dispensed, reducing GHG emissions by more
than 195,000 tonnes. One more station is under construction with planned
opening in 2025.

By the end of 2028, the total network is expected to be capable of serving
20,000 HGVs per day and dispensing 780 million kg of Bio-CNG per year. The new
agreed roll-out plan reflects a more sustainable and fundable growth
trajectory than the previously communicated ambitions.

"CNG Fuels has steadily solidified its market leadership, and our first-mover
advantage provides a multi-year lead. Now we can deliver a steady station
roll-out pace synchronised with Scania's and Iveco's production ramp-up of CNG
versions of the larger and most popular articulated 6x2 truck format. Our
extended station network and this new class of environmentally friendly and
cost-efficient HGVs, Bio-CNG uptake is set to accelerate", said Philip Fjeld.

By using renewable biomethane, HGV operators can reduce greenhouse gas
emissions by more than 90% compared to diesel. Bio-CNG offers fuel cost
savings and is already available at scale.

CNG Fuels' two main revenue sources are station revenue based on a compression
margin of GBP ~0.26 per kg Bio-CNG dispensed and income from the sale of
RTFCs. RTFS, which will be 78.4% owned by CNGF post transaction, sources
biomethane from producers across Europe and is awarded 3.8 RTFCs per kg
dispensed. The RTFCs are sold to fuel suppliers with a blending obligation in
a market-based system, and the margin is determined by the biomethane cost and
RTFC price.

Today, CNGF serves a fleet of ~2,000 HGVs. The UK-fleet of Bio-CNG fuelled
trucks is rapidly increasing due to environmental and cost benefits supporting
expectations of a fleet of at least 8,000 trucks (implied 40% capacity
utilisation) on UK roads by end-2030. Based on this fleet assumption, a
doubled refuelling capacity and the current RTFC price of 26 pence per
certificate, CNGF has the potential to increase its annualised EBITDA being
generated to in excess of GBP 100 million by the end of 2030. The group
assumes that CNGF will raise approximately GBP 25 million in external loan
financing in the near term to accelerate the station rollout.

Completion of the transaction is subject to approval by an extraordinary
general meeting (the "EGM") in ReFuels to be held on 7 April 2025 and certain
other customary closing conditions. The notice for the EGM will be issued
shortly. The transaction is expected to be completed during April 2025.

The board of directors of ReFuels (the "Board") has given due consideration to
all material aspects of the transaction and have given their approval for the
transaction subject to shareholder approval at the EGM. The Board has obtained
an opinion as to the financial fairness of the transaction conditions from
Arctic Securities AS. The opinion letter will be made public at the latest in
connection with the notice for the EGM.

Please see the attached presentation for further transaction details.

Transaction advisers

Ernst & Young LLP is acting as financial adviser to ReFuels on the
transaction, Burgess Salmon LLP is acting as UK legal counsel, A&O Shearman
acts as Dutch legal counsel and Wikborg Rein Advokatfirma AS is the Norwegian
legal counsel. Capient AS is acting as IR and communications adviser to
ReFuels.

Webcast
CEO Philip Fjeld and CFO Baden Gowrie-Smith will host a live webcast 20 March
2025 at 14:00 CET today. Please join the webcast via the following link:

https://investorweb.no/ir-channel/INVESTORWEB/event/e3f612df-9cb0-4d34-aaaa-401f
412e9527

To receive ReFuels' stock exchange and press releases via email, subscribe at
refuels.com/investors.

For further information, please contact:
Philip Fjeld, CEO ReFuels N.V.
Tel: +44 7976 159 833
E-mail: Philip.Fjeld@refuels.com

About ReFuels
ReFuels is decarbonising Europe's truck fleet by developing, owning, and
operating green station infrastructure. We are rolling out a network of
reliable and convenient stations offering renewable biomethane fuels to heavy
goods vehicles, with hydrogen and electricity to be added. Market leader in
the UK with long-term ambition to expand in other European markets and active
across the biomethane supply chain, including unlocking material value from
Renewable Transport Fuel Certificates (RTFCs). For further information please
visit www.refuels.com.

This information is considered to include inside information pursuant to the
EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This
announcement was published by the Company's CFO, Baden Gowrie-Smith, on 20
March 2025 at 0120CET.

This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR Article 17. The information was submitted for publication at
2025-03-20 01:20 CET.

More information:
Access the news on Oslo Bors NewsWeb site

641701_ReFuels Company Presentation 20 March 2025.pdf
641701_Creating a leading UK Bio-CNG clean fuel infrastructure platform.pdf