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TAR - VAM Investments SPAC B.V. announces the preliminary results of its tender offer buyback and the extension of the acceptance period to 12 January 2024 at 13:30 CET

Company: VAM Investments SPAC B.V. Date: 2023-12-22 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 the preliminary results of its tender offer buyback and the extension of the acceptance period to 12 January 2024 at 13:30 CET**

#### Milan, 22 December 2023

Today, VAM Investments SPAC B.V. (the "**Company**"), a special purpose acquisition company listed on Euronext Amsterdam, announces that so far 3,554,118 Ordinary Shares (as defined below) (being 88.0% of the currently outstanding Ordinary Shares) have been tendered for repurchase by the Company under the Tender Offer Buyback (as defined below) and that it has decided to extend the acceptance period for participation in the Tender Offer Buyback.

On 5 December 2022, the Company announced the launch of a repurchase procedure allowing holders of ordinary shares in its capital ("**Ordinary Shares**", and such holders of Ordinary Shares, the "**Ordinary Shareholders**") to, subject to the terms and conditions set out in the Company's shareholder circular (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**").

At 13:30 CET this afternoon, the Company was informed that 3,554,118 Ordinary Shares had been tendered for repurchase by the Company under the Tender Offer Buyback, representing 88.0% of the issued and outstanding Ordinary Shares on the date hereof. Because the number of tendered Ordinary Shares communicated to the Company does not constitute all outstanding Ordinary Shares, the Company has decided to extend the acceptance period for participation in the Tender Offer Buyback. Therefore, Ordinary Shareholders may:

- (i) tender their Ordinary Shares for repurchase under the Tender Offer Buyback; and
- (ii) delivery duly completed applicable tax form(s) as set out in the Circular1 ,

<sup>1</sup> It is noted that completion of the applicable Tax Form(s) is not a condition to participation in the Tender Offer Buyback. See "*The Tender Offer Buyback and Subsequent Steps – The Tender Offer Buyback – Taxation*" and "*The Tender Offer Buyback and Subsequent Steps – The Tender Offer Buyback – Settlement of the Tender Offer Buyback and the Tax Refund (if applicable)*" of the Circular for the implications of a failure to properly complete such tax form(s).

until 13:30 CET on 12 January 2024 (the "**Extended Acceptance Period**"). The Company may unilaterally decide to terminate the Extended Acceptance Period at any time and will in any event do so if all issued and outstanding Ordinary Shares have been tendered for repurchase under the Tender Offer Buyback. Such termination will be notified by way of a press release published on the Company's website (www.vaminvestments-spac.com).

## **Expected timetable of principal events**

All other dates and times stated in the Circular remain unaltered. The Company hereby provides an updated expected timetable of principal events.

| Event                                                                                                                                                                                                                                 | Date and Time (all CET)      |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------|
| Publication of the Circular                                                                                                                                                                                                           | 5 December 2023              |
| Commencement of the Extended Acceptance Period                                                                                                                                                                                        | 11 December 2023 at<br>09:00 |
| Record date (for being entitled to attend, and cast a vote at, the<br>extraordinary general meeting convened through the Circular<br>(the "EGM"))                                                                                     | 19 December 2023 at<br>17:30 |
| Deadline for (i) attendance registration for the EGM and (ii)<br>submitting electronic voting instructions or proxies                                                                                                                 | 9 January 2024 at 17:00      |
| Closing of the Extended Acceptance Period(1)                                                                                                                                                                                          | 12 January 2024 at 13:30     |
| Deadline for the delivery of the duly completed applicable tax<br>form(s) by Redeeming Shareholders(2)                                                                                                                                | 12 January 2024 at 13:30     |
| EGM                                                                                                                                                                                                                                   | 16 January 2024 at 9:30      |
| Expected last day of trading on Euronext Amsterdam of Ordinary<br>Shares and the redeemable warrants issued by the Company<br>(the "Warrants"), subject to the EGM approving the liquidation<br>resolution as set out in the Circular | 16 January 2024              |
| The amendment<br>to the articles of association<br>becoming<br>effective, subject to the EGM approving the amendment<br>resolution as set out in the Circular(3)                                                                      | 16 January 2024              |
| Repurchase of and payment for Ordinary Shares validly<br>tendered under the Tender Offer Buyback                                                                                                                                      | 31 January 2024              |
| Tax refund payment date as set out in the Circular(1)                                                                                                                                                                                 | by 6 February 2024           |
|                                                                                                                                                                                                                                       |                              |

Notes:

(1) Subject to the right of the Company to terminate the Extended Acceptance Period at any time.

(3) The proposed resolution will be subject to the condition precedent (*opschortende voorwaarde*) that the delisting of the Ordinary Shares and the Warrants from Euronext Amsterdam has occurred.

The dates and times given are based on the Company's current expectations and may be subject to further change. Any revised dates and/or times will be notified by way of a press release published on the Company's website (www.vaminvestments-spac.com).

<sup>(2)</sup> It is noted that completion of the applicable tax form(s) is not a condition to participation in the Tender Offer Buyback. See "*The Tender Offer Buyback and Subsequent Steps – The Tender Offer Buyback – Taxation*" and "*The Tender Offer Buyback and Subsequent Steps – The Tender Offer Buyback – Settlement of the Tender Offer Buyback and the Tax Refund (if applicable)*" of the Circular for the implications of a failure to properly complete such tax form(s).

## **Further information**

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

# **DISCLAIMER**

This announcement may not be published, distributed or transmitted in the United States, Australia, Canada, Japan or South Africa. This announcement does not constitute or form part of, and should not be construed as any advertisement or marketing material, any offer or invitation to sell or issue, any offer or inducement or invitation or commitment to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any shares in or other securities of the Company or in any other entity ("Securities").

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. This announcement does not constitute a prospectus.

No Securities may be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "**Securities Act**"). No Securities have been, and will be, registered under the Securities Act. In the European Economic Area, Securities are not and will not be offered, sold or otherwise made available to anyone other than to persons who are "qualified investors" (as defined in the Prospectus Regulation) and, in the United Kingdom, Securities are not and will not be offered, sold or otherwise made available to anyone other than persons who are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation as it forms part of retained EU law in the United Kingdom as defined in the European Union (Withdrawal) Act 2018 (as amended) and 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) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.).

This release may contain forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "plans", "targets", "aims", "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect, at the time made, the Company's beliefs, intentions and current targets/aims. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company 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 the Company's control.

No assurances can be given that the forward-looking statements will be realized. The forwardlooking statements speak only as of the date of this release. The Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements to reflect any change in their expectations with regard thereto or any changes in events, conditions or circumstances on which any forward-looking statements are based. No representation or warranty is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. Undue influence should not be given to, and no reliance should be placed on, any forward-looking statement.