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Kurs & Likviditet

Kursutveckling och likviditet under dagen för detta pressmeddelande

Kalender

2025-02-28 Bokslutskommuniké 2024
2024-11-15 Kvartalsrapport 2024-Q3
2024-08-30 Kvartalsrapport 2024-Q2
2024-05-15 Kvartalsrapport 2024-Q1
2024-02-28 Bokslutskommuniké 2023
2024-02-07 15-6 2024
2024-01-18 Extra Bolagsstämma 2024
2023-11-15 Kvartalsrapport 2023-Q3
2023-08-31 Kvartalsrapport 2023-Q2
2023-06-16 Extra Bolagsstämma 2023
2023-05-25 X-dag ordinarie utdelning QFUEL 0.00 NOK
2023-05-12 Kvartalsrapport 2023-Q1
2023-05-12 Årsstämma 2023
2023-02-28 Bokslutskommuniké 2022
2022-11-15 Kvartalsrapport 2022-Q3
2022-08-31 Kvartalsrapport 2022-Q2
2022-05-27 X-dag ordinarie utdelning QFUEL 0.00 NOK
2022-05-25 Årsstämma 2022
2022-05-13 Kvartalsrapport 2022-Q1
2022-02-28 Bokslutskommuniké 2021
2021-11-11 Kvartalsrapport 2021-Q3
2021-08-31 Kvartalsrapport 2021-Q2
2021-05-31 X-dag ordinarie utdelning QFUEL 0.00 NOK
2021-05-28 Årsstämma 2021
2021-05-14 Kvartalsrapport 2021-Q1
2021-02-23 Bokslutskommuniké 2020
2020-11-13 Kvartalsrapport 2020-Q3
2020-08-27 Kvartalsrapport 2020-Q2
2020-07-07 Split QFUEL 1:10
2020-07-03 Extra Bolagsstämma 2020
2020-06-15 X-dag ordinarie utdelning QFUEL 0.00 NOK
2020-06-12 Årsstämma 2020
2020-02-28 Bokslutskommuniké 2019

Beskrivning

LandNorge
ListaEuronext Growth Oslo
SektorEnergi & Miljö
IndustriMiljö & Återvinning
Quantafuel är ett norskt bolag verksamma inom avfallshantering. Bolaget utvecklar egen teknik som vidare används för att konvertera diverse avfall, material och övriga produkter. Detta används i sin tur för att tillverka syntetiska bränslen. Störst verksamhet återfinns inom den nordiska- samt nordamerikanska marknaden, där bolagets kunder återfinns bland statliga- samt industriella aktörer. Quantafuel har sitt huvudkontor i Norge.
2023-02-28 13:45:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

OFFER SUMMARY
o Quantafuel ASA ("Quantafuel" or the "Company") has entered into a transaction
agreement for a unanimously recommended cash offer for all issued and
outstanding shares in Quantafuel (the "Offer") by Harald Norway Bidco AS (the
"Offeror"), a wholly-owned subsidiary of Viridor Limited ("Viridor"), which in
turn is controlled by funds advised by Kohlberg Kravis Roberts & Co. L.P. or its
affiliates ("KKR")
o The shareholders of Quantafuel will receive a cash offer of NOK 6.38 per share
o The Company's two largest shareholders, KIRKBI and BASF, representing approx.
20.3% of the shares and both with a representative on Quantafuel's board, as
well as members of Quantafuel's board and executive management, have signed
irrevocable pre-acceptances
o The unanimous recommendation of the Offer by Quantafuel's board is attached to
this announcement
o An offer document setting out the terms for the Offer will be made available
for shareholders by the Offeror prior to start of the offer period
o The Offer is subject to customary conditions from the Offeror, including a
minimum acceptance level of 90% and regulatory approvals
o The Offeror aims to delist Quantafuel from Euronext Growth upon completion of
the Offer

CONCLUSION OF THE STRATEGIC REVIEW
o Following the announcement of the strategic review on 12 October 2022,
Quantafuel's management and board have, 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
o With reference to the operational and financial update presented as part of
the Q4 2022 release published earlier today, 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
o The understanding of the board is that the Company's largest shareholders,
including KIRKBI and BASF, will not participate in an equity increase or debt
financing
o The Company currently sees no other viable and realistic, long-term financing
solutions as an alternative to the Offer
o Subject to the outcome of the Offer, the Offeror is committed to secure the
Company's short-term financing need as well as invest in the Company to finance
new growth projects
o Viridor is motivated to build on the platform that the Company has created and
support it to deliver its long-term vision and commercialisation of its
technology
o If the condition for acceptance of 90% of the Offer is not met or waived by
the Offeror by the end of the offer period, the Quantafuel board will have to
consider alternative options to provide the Company with a short-term financing
solution. The board will closely monitor the liquidity situation and, inter
alia, consider the following alternatives: i) to carry out an equity raise in
accordance with existing authorisation granted to the board or subject to an
extraordinary general meeting, ii) a potential sale of major assets or iii) a
full liquidation of the Company
o Based on foreseeable market conditions, the financial situation of the Company
and lack of support for further equity from the Company's largest shareholders,
the board supported by its financial advisor does not currently deem an equity
raise as a viable solution

Oslo, 28 February 2023: The Offeror has reached an agreement with the board of
directors of Quantafuel (the "Board") to launch the recommended cash Offer for
all the issued and outstanding shares of the Company (the "Shares"). A cash
consideration of NOK 6.38 will be offered per Share, subject to customary
reduction by the amount of any dividend or other distributions to the Company's
shareholders with a record date prior to completion of the Offer (the "Offer
Price"). The Offer Price implies a total consideration for all the Shares of
approximately NOK 1,058 million, based on 165,828,513 Shares outstanding as per
28 February 2023.

The Offer is the result of a broad strategic review authorised by the Board, as
announced by the Company on 12 October 2022. The Board supports and has
unanimously agreed to recommend the Offer, see further details below. The
Offeror has received irrevocable pre-acceptances to accept the Offer from the
Company's two largest shareholders KIRKBI Invest A/S and BASF Antwerpen N.V., as
well as from members of the Board and the Company's executive management,
totalling approximately 20.9% of the issued share capital of Quantafuel, subject
to the conditions described below.

The Offeror is a Norwegian private limited liability company 100% owned by
Viridor, which in turn is controlled by funds advised by KKR. The Viridor group
is one of the UK's leading waste management companies, with a publicly stated
purpose "to build a world where nothing goes to waste" and a vision to be a
"leading innovator of resource recovery and recycling, transforming waste for a
climate positive future".

Background and strategic rationale:

Kevin Bradshaw, CEO of Viridor, commented: "This proposed transaction combines
Viridor's extensive waste market experience and financial support with
Quantafuel's advanced plastic to liquid technology. It reflects the absolute
commitment from both organisations to deliver a circular economy in plastic and,
consequently, a more sustainable environment for us all".

Lars Rosenløv Jensen, CEO of Quantafuel, commented: "Quantafuel has conducted a
broad process to secure a short and long-term financing solution for the
company. We see Viridor's cash offer as the only available option that both
solves for the short-term financing needed as well as ensuring continued
operations for the company. Viridor is a good complementary fit and is, just
like Quantafuel, determined to play a leading role in transforming the waste
sector towards circularity. Plastic waste is one of our time's most pressing
environmental challenges and chemical recycling is key to help solve this. I'm
glad that Viridor is eager to position Quantafuel for future growth and take on
the next chapter of the company's journey".

Ann-Christin Andersen, Chair of the Board of Quantafuel, commented: "In
preparation of the roll-out for the next generation Plastic-to-Liquid (PtL)
plants, the board decided to conduct a strategic review to assess the best
options for the next stage of growth. Through this work, we have concluded to
unanimously recommend the offer from Viridor to acquire all the shares in
Quantafuel. Quantafuel and Viridor complement each other well and we believe
that Viridor will allow Quantafuel to best realise its great potential".

Further information about the Offer is set out below. Reference is also made to
the separate announcement made earlier today regarding the Company's results for
Q4 2022, including the recent update on the Company's operational and financial
status.

KEY TERMS OF THE OFFER

Pursuant to the Offer, the shareholders of the Company will be offered NOK 6.38
per Share, to be settled in cash following completion of the Offer. Completion
of the Offer will be subject to fulfilment or waiver by the Offeror of
completion conditions, including but not limited to shareholders representing
more than 90% of the Shares having accepted the Offer, any relevant regulatory
approvals being obtained, the Company having completed the sale of all its
shares in Geminor Invest AS on terms agreed with the Offeror and no material
adverse change having occurred. The Offer will not be conditional on financing
or further due diligence.

The complete terms and conditions of the Offer will be set out in an offer
document (the "Offer Document"), expected to be published and sent to the
Company's shareholders in due course, with the acceptance period for the Offer
expected to commence on the same date (the "Offer Period"). The Offer Period is
expected to last for 20 US business days, subject to any extensions. The Offer
is expected to be completed during the second quarter of 2023.

The Offer may only be accepted on the basis of the Offer Document. Furthermore,
the Offer will not be made in any jurisdiction in which the making of the Offer
would violate applicable laws or regulations or would require actions which the
Offeror in its reasonable opinion, after having consulted with the Company,
deems unduly burdensome.

Board recommendation

The Offeror and Quantafuel have entered into a transaction agreement regarding
the Offer, pursuant to which the Board supports and has unanimously agreed to
recommend the Offer. After having consulted the Company's financial advisor, ABG
Sundal Collier ASA, the Board believes that the Offer is fair from a commercial
and financial point of view to the shareholders of Quantafuel and that the Offer
Price represents the highest potential value for the shareholders compared to
other solutions available, based on inter alia: (i) the broad strategic review
conducted since 12 October 2022 which after discussions with various potential
strategic/financial players has resulted in the Offer