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RNS - Soiltech and Oceanteam - Key information regarding the merger and listing on Euronext Expand

Company: Oceanteam ASA Date: 2024-08-27 Language: English Register to download

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 Soiltech and Oceanteam - Key information regarding the merger and listing on Euronext Expand

# Soiltech and Oceanteam - Key information regarding the merger and listing on Euronext Expand

JOINT PRESS RELEASE  

  

Sandnes and Lysaker, Norway (27 August 2024): Reference is made to the joint stock exchange announcement on 30 May 2024 by Soiltech AS ("Soiltech" or the "Company", Ticker - OSE: STECH and NOTC: SOIL), which will be converted to a public company (Nw.: "Allmennaksjeselskap") expected to occur after close of trading on 10 September 2024, and Oceanteam ASA ("OTS", Ticker - OSE: OTS) regarding the combination of the two companies (the "Merger") and subsequent listing on Euronext Expand of the combined company (the "Listing"), as well as the respective announcements on 3 June 2024 and 4 July 2024 regarding the execution of the definitive merger agreement and approval by the extraordinary general meetings in the companies. Reference is also made to the subsequent announcements made on the STECH ticker concerning the Listing.  

  

The conditions for completion of the Merger regarding creditor notification without objections and approval of the Listing by the OSE have now been satisfied and the condition regarding election of a representative nominated by OTS on the board of directors of STECH is expected to be satisfied tomorrow 28 August 2024. However, completion of the Merger is still conditional upon satisfaction of the conditions set by the OSE for completion of the Listing and certain other customary conditions. Expected key dates and information for the completion of the Merger and the Listing are as follows:  

  

Last day of trading in OTS shares (and the last day of trading inclusive of the right to Merger consideration) on the OSE: 10 September 2024  

  

Effective date for completion of the Merger: 10 September 2024 (after close of trade)  

  

First day of trading in the shares of the combined company on the OSE: 11 September 2024  

  

Record date for the delivery of consideration shares to former OTS shareholders: 12 September 2024  

  

Delivery of consideration shares to former OTS shareholders: 13 September 2024  

  

ISIN (Soiltech, unchanged): NO 001 0713571  

  

Transferor company | Oceanteam ASA  

  

Transferee company | Soiltech AS, with consideration shares issued by Soiltech AS  

  

Merger consideration: OTS shareholders will for each OTS share held per the record date receive 0.01543 shares in Soiltech.  

  

For further information on the Merger and the complete terms and conditions for the Merger, please see the merger plan for the Merger available on www.soiltech.no and www.oceanteam.nl.  

  

For more information, contact:  

  

Soiltech AS  

Jan Erik Tveteraas, CEO  

Telephone: (+47) 95 21 49 25  

Email: jan.erik.tveteraas@soiltech.no  

  

Oceanteam ASA  

Michael Timson, CEO  

Telephone: (+47) 55 10 82 40  

Email: info@oceanteam.no  

  

Disclosure: This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

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