NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
Oslo, 14 March 2023: Reference is made to the announcement made by Harald Norway
Bidco AS (the "Offeror"), a wholly-owned subsidiary of Viridor Limited
("Viridor") on 2 March 2023 of the issue of the offer document dated 2 March
2023 (the "Offer Document") and commencement of the offer period (the "Offer
Period") for the recommended voluntary cash offer to acquire all outstanding
shares (the "Shares") of Quantafuel ASA ("Quantafuel" or the "Company") at a
price of NOK 6.38 per Share (the "Offer").
On 28 February 2023, the Offeror submitted a briefing paper to the UK
Competition and Markets Authority (the "UKCMA") regarding the Offer. The UKCMA
has indicated that it has no further questions in relation to the Offer.
Accordingly, the closing condition for the Offer "Regulatory Approval", as
further set out under section 1.6 (iii) in the Offer Document, is thereby
fulfilled.
Completion of the Offer remains subject to the fulfilment or waiver by the
Offeror of the remaining conditions for closing of the Offer as set out in
section 1.6 of the Offer Document.
The complete terms and conditions for the Offer and procedures for accepting the
Offer are set out in the Offer Document. The Offer can only be accepted based on
the Offer Document.
The Offer Document and the acceptance form are, subject to regulatory
restrictions in certain jurisdictions, available at www.dnb.no/emisjoner.
Shareholders that want to accept the Offer must complete and submit the
acceptance form which is included in the Offer Document before 16:30 hours
(CEST) on 29 March 2023, subject to extension.
Background to the Offer
The Offer was announced on 28 February 2023 following a strategic review by
Quantafuel where Quantafuel's management and board had, together with its
financial advisor, diligently conducted a broad process targeting potential
strategic and/or financial partners to secure a long-term financing solution for
Quantafuel to the benefit of the Company and its shareholders.
As described in the Q4 2022 release published on 28 February 2023, Quantafuel is
currently in a challenging financial situation, with a large short-term
liquidity shortfall and will need to secure funds before mid Q2 2023 to continue
its operations. As noted in the announcement on 28 February 2023, the
understanding of the board of directors of Quantafuel is that Quantafuel's
largest shareholders, including KIRKBI and BASF, will not participate in an
equity increase or debt financing
On the basis of the above the board of directors of Quantafuel has concluded
that there are no other viable and realistic, long-term financing solutions as
an alternative to the Offer.
The board of directors of Quantafuel has unanimously recommended the Offer. The
board's recommendation was attached the announcement on 28 February 2023.
Advisers
Macquarie Capital (Europe) Limited is acting as financial advisor to the
Offeror, DNB Markets, a part of DNB Bank ASA, is acting as domestic financial
advisor and receiving agent to the Offeror in connection with the Offer. Simpson
Thacher & Bartlett LLP and Advokatfirmaet Wiersholm AS are acting as legal
advisors to the Offeror.
ABG Sundal Collier ASA is acting as financial advisors and Wikborg Rein
Advokatfirma AS is acting as legal advisor to Quantafuel.
***
About Quantafuel | https://quantafuel.com
Quantafuel is a technology-based energy company converting waste plastics back
into low-carbon synthetic oil products replacing virgin oil products. Quantafuel
is establishing, operating and owning dedicated plastic-to-liquid (PtL) plants
and plans to establish several plants throughout Europe and beyond.
***
IMPORTANT NOTICE
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Australia, New Zealand, South Africa, Hong Kong and Japan. 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. This announcement is not a tender offer document and, as
such, does not constitute an offer or the solicitation of an offer to acquire
the Shares. Investors may accept the Offer only on the basis of the information
provided in the Offer Document. Offers will not be made directly or indirectly
in any jurisdiction where either an offer or participation therein is prohibited
by applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made to holders of Shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of
Shares in the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company's other
shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else. The Offer will be made to U.S. Holders pursuant to Section 14(e)
and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and
otherwise in accordance with the requirements of Norwegian law. Accordingly, the
Offer will be subject to disclosure and other procedural requirements, including
with respect to the offer timetable, settlement procedures and timing of
payments, that are different from those that would be applicable under U.S.
domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information.
Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.