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TAR - VAM Investments SPAC B.V. announces results of its extended tender offer buyback and expected last day of trading of Ordinary Shares and Warrants

Company: VAM Investments SPAC B.V. Date: 2024-01-12 Language: English Register to download

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### **PRESS RELEASE**

# **Public disclosure of inside information in accordance with article 17(1) of the Regulation (EU) No 596/2014 on market abuse (Market Abuse Regulation).**

VAM Investments SPAC B.V. (Incorporated in the Netherlands) (Registration number: 82465207) Share Code: VAM ISIN: NL0015000G40 Warrant Code: VAMW ISIN: NL0015000G32

#### **VAM Investments SPAC B.V. announces results of its extended tender offer buyback and expected last day of trading of Ordinary Shares and Warrants**

Milan, 12 January 2024

Today, VAM Investments SPAC B.V. (the "**Company**"), a special purpose acquisition company listed on Euronext Amsterdam, announces that an aggregate of 4,036,717 ordinary shares in its capital ("**Ordinary Shares**") have been tendered for repurchase by the Company under the Tender Offer Buyback (as defined below). This number represents 99.9% of the issued and outstanding Ordinary Shares on the date hereof and an increase of 482,599 Ordinary Shares (or 11.9% of the issued and outstanding Ordinary Shares) since the previous announcement of the interim Tender Offer Buyback results on 22 December 2023. Following settlement of the Tender Offer Buyback, 3,311 Ordinary Shares would remain outstanding equalling 0.01% of the issued and outstanding Ordinary Shares.

On 5 December 2023, the Company announced the launch of a repurchase procedure allowing holders of Ordinary Shares ("**Ordinary Shareholders**") to, subject to the terms and conditions set out in the Company's shareholder circular (including the convocation of, and agenda for, the Company's extraordinary general meeting to be held on 16 January 2024 (the "**EGM**")) (the "**Circular**"), tender some or all of their Ordinary Shares for repurchase in consideration for a repurchase price of EUR 10.357 per Ordinary Share (the "**Repurchase Price**") (the "**Tender Offer Buyback**").

As further set out in the Circular, all or part of the Repurchase Price may be subject to Italian withholding tax to be withheld by the Company and due by the Ordinary Shareholder exercising its right to sell its Ordinary Shares to the Company (a "**Redeeming Shareholder**"). Holders of Ordinary Shares who validly tendered their shares in the Tender Offer Buyback but failed to correctly complete and submit the requisite tax form(s), will nevertheless participate in the Tender Offer Buyback. They will, however, only receive part the Repurchase Price, being EUR 7.664 per Ordinary Share validly tendered under the Tender Offer Buyback due to the Company in such case having to withhold the applicable 26% Italian withholding tax in respect of the entire Repurchase Price. The withholding tax amount of EUR 2.693 per Ordinary Share due by the Redeeming Shareholder will in such case be remitted to the Italian Revenue Agency by the Company. The Company will bilaterally inform the relevant Ordinary Shareholders who validly tendered their shares in the Tender Offer Buyback but failed to correctly complete and submit the requisite tax form(s).

As announced in the Circular, settlement of the Tender Offer Buyback is anticipated to take place on 31 January 2024, or such earlier or later date as announced by the Company via a press release to be published on its website (www.vaminvestments-spac.com).

### **Expected last day of trading of Ordinary Shares and Warrants**

As announced in the Circular, and assuming the resolution to dissolve the Company and delist the Ordinary Shares and redeemable warrants issued by the Company (the "**Warrants**") is adopted at the EGM (i.e., the 'Liquidation Resolution'), the last day of trading of the Ordinary Shares and Warrants is expected to be 16 January 2024 (the "**Last Trading Date**").

Following the Last Trading Date, Ordinary Shareholders who did not participate in the Tender Offer Buyback are still able to contact their relevant financial intermediary and offer their Ordinary Shares for repurchase by the Company. Such repurchase of Ordinary Shares would be subject to the same terms as those for the Tender Offer Buyback.

# **Further information**

The Company is currently considering the most suitable structure to, following settlement of the Tender Offer Buyback, achieve that the Company ceases to exist. The Company expects to announce further details via a press release to be published on its website (www.vaminvestmentsspac.com) in due course after the EGM.

Further details on the EGM, the proposed dissolution and liquidation of the Company, the delisting of the Ordinary Shares and the Warrants, the amendment of the Company's articles of association and the Tender Offer Buyback are set out in the Circular, which, together with the ancillary documents listed therein, can be obtained from the Company's website at www.vaminvestmentsspac.com/investor-relations.

### **ENQUIRIES**

Carlo Di Biagio – carlo.dibiagio@vaminvestments-spac.com – +39 02 841 388 00

### **IMPORTANT LEGAL INFORMATION**

THIS PRESS RELEASE MAY INCLUDE FORWARD-LOOKING STATEMENTS, WHICH ARE BASED ON THE COMPANY'S CURRENT EXPECTATIONS AND PROJECTIONS ABOUT FUTURE EVENTS AND SPEAK ONLY AS OF THE DATE HEREOF. BY THEIR NATURE, FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS BECAUSE THEY RELATE TO EVENTS AND DEPEND ON CIRCUMSTANCES THAT WILL OCCUR IN THE FUTURE WHETHER OR NOT OUTSIDE THE CONTROL OF THE COMPANY. SUCH FACTORS MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR DEVELOPMENTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. ACCORDINGLY, NO UNDUE RELIANCE SHOULD BE PLACED ON ANY FORWARD-LOOKING STATEMENTS. THE COMPANY OPERATES IN A RAPIDLY CHANGING ENVIRONMENT. NEW RISKS AND UNCERTAINTIES EMERGE FROM TIME TO TIME, AND IT IS NOT POSSIBLE TO PREDICT ALL RISKS AND UNCERTAINTIES, NOR TO ASSESS THE IMPACT THAT THESE FACTORS WILL HAVE ON THE COMPANY. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS AT THE DATE AT WHICH THEY ARE MADE AND THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS. FURTHER REFERENCE IS MADE TO THE RISKS AND UNCERTAINTIES REFERRED TO IN THE INTERIM FINANCIAL REPORTS.