Delisting Announcement • Jan 18, 2024
Delisting Announcement
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Press Release
AMSTERDAM, 17 January 2024 – Today, Energy Transition Partners B.V. in liquidatie (the "Company") announces that at its extraordinary general meeting of the Company, held today at 18:00 CET (the "EGM"), all resolutions were duly adopted by the shareholders.
At the EGM, 48.45% of the outstanding share capital of the Company was represented. The total number of shares for which valid votes were cast at the EGM amounted to 6,358,502.
| Resolution | Votes For |
% | Votes Against |
% | Votes Validly Cast |
% Outstanding Share Capital |
Votes Abstain |
|---|---|---|---|---|---|---|---|
| Resolution 3 | 6,358,502 | 100% | 0 | 0% | 6,358,502 | 48.45% | 0 |
| Resolution 4 | 6,358,502 | 100% | 0 | 0% | 6,358,502 | 48.45% | 0 |
| Resolution 5 | 6,358,502 | 100% | 0 | 0% | 6,358,502 | 48.45% | 0 |
The outcome of the votes on the proposals proposed at the EGM is as follows:
The minutes of the EGM are published on the Company's website at: https://www.entpa.nl/investor-relations
.
Following the adoption of the resolutions proposed at the EGM, the ordinary shares in the capital of the Company (the "Ordinary Shares", and such holders "Ordinary Shareholders") and the redeemable warrants issued by the Company (the "Warrants") will be delisted from Euronext Amsterdam.
The last trading date of the Ordinary Shares and Warrants shall be on Thursday 18 January 2024 and the delisting will occur on Friday 19 January 2024 (before market opening).
As a result of the adoption of the resolutions proposed at the EGM, the Company has been dissolved with immediate effect and the liquidation process has started. In connection therewith, the Company is now required under Dutch law to add the Dutch language reference "in liquidatie" (in liquidation) to its name in documents and announcements.
The convocation notice that was placed on the website of the Company on 5 December 2023 (the "Convocation Notice") and the press release that has been issued about its availability (the "Press Release") include the estimated liquidation distribution amounts based on a reference date of 30 November 2023. The Company has now updated these liquidation distribution estimates based on a reference date of 31 December 2023, which the Company will use for the Pre-Liquidation Distribution (as defined below).
Ordinary Shareholders (for the avoidance of doubt, not including the holders of Founder Shares and the Founder Share F1) are expected to receive a total liquidation distribution of EUR 10.00 plus accrued interest on such amount in the escrow account opened by Stichting Energy Transition Partners Escrow, a foundation with corporate seat in Amsterdam, the Netherlands (the "Escrow Account") on a pro rata basis. Based on a reference date of 31 December 2023, it is currently estimated that Ordinary Shareholders would be entitled to a gross amount of EUR 10.28224 in aggregate per Ordinary Share, pro rata to the number of Ordinary Shares held by them.
The proceeds to be received by Ordinary Shareholders are subject to Dutch dividend withholding tax at a rate of 15% to the extent that such proceeds exceed the average paid-in capital of the Ordinary Shares (being EUR 10.00 per Ordinary Share). Consequently, based on a reference date of 31 December 2023, the amount of dividend withholding tax per Ordinary Share would be EUR 0.04234 to satisfy the Company's obligation towards the Dutch tax authorities, and the net amount to be received by Ordinary Shareholders would be EUR 10.23990. This amount is equal to the amount an Ordinary Shareholder would have received in a repurchase offer with a reference date of 31 December 2023.
The Company expects that additional interest will accrue on the Escrow Account between 31 December 2023 and the date of the release of the amounts on the Escrow Account. Any such additional interest shall be distributed to the Ordinary Shareholders in the Final Distribution Amount (as defined below), pro rata to the number of Ordinary Shares held by them. Accordingly, each of the gross amount, the amount of dividend withholding tax and the net amount to be received by Ordinary Shareholders are expected to be higher than reflected in the illustrative estimates above, which assume a reference date of 31 December 2023.
To facilitate the liquidation process, the Company will reserve an amount of EUR 1.0 million from the funds to be released from the Escrow Account (the "Reserve") in order to make sure the liquidation costs and potential unpaid claims of creditors (the "Liquidation Payments") including any tax claims can be covered; this equates to an estimated amount of EUR 0.11402 per Ordinary Share to be so reserved. It is anticipated that the Reserve, less any Liquidation Payments, will be distributed to Ordinary Shareholders, pro rata to the number of Ordinary Shares held by them, after the two month objection period (assuming that no creditor opposes to the liquidation), in April 2024. The Company currently expects that no Liquidation Payments will be made out of the Reserve.
The Company will instruct ABN AMRO as listing and paying agent to pay an initial net amount as a preliquidation distribution (liquidatie-uitkering bij voorbaat) to each Ordinary Shareholder (the "Pre-Liquidation Distribution") on or around 24 January 2024. The Pre-Liquidation Distribution will be EUR 10.12588 per Ordinary Share (subject to rounding to two decimal places for the aggregate distribution per Ordinary Shareholder). The Company expects to pay to the Ordinary Shareholders a final liquidation distribution in April 2024, after the statutory two months' creditor opposition period has lapsed (and assuming that no creditor opposes to the liquidation). Any potential Liquidation Payments will be deducted from the Reserve and the net remaining amount will be paid out to the Ordinary Shareholder up to an amount per Ordinary Share, together with the Pre-Liquidation Distribution, equivalent to EUR 10.00 plus any accrued interest on such amount on the Escrow Account (the "Final Distribution Amount"). Based on a 31 December 2023 reference date, the Final Distribution Amount would be estimated to be EUR 0.11402, plus interest accrued after 31 December 2023, assuming no Liquidation Payments and assuming no creditor will oppose to the liquidation. The precise amount to be distributed as the Final Liquidation Distribution is yet to be calculated and will be confirmed once known in a press release expected to be released in April 2024.
The Company expects that, upon the payment of the Final Liquidation Distribution, no further amounts are available to the Company, which means that the holders of the Founder Shares will not receive any distribution. If, however, any amounts are available to the Company upon the payment of the Final Liquidation Distribution, the Company will, in accordance with its articles of association, distribute such amount to the holders of the Founder Shares, in each case pro rata to the number of Founder Shares held by them.
When the Company does not have any remaining assets, the Company will be deregistered from the Dutch Trade Register.
These liquidation distributions will extinguish shareholders' rights to receive further liquidating distributions, if any.
The holder of the Founder Share F1 and holders of Warrants and Founder Warrants will not receive any distribution in a liquidation and all such Warrants and Founder Warrants will automatically expire upon the Business Combination Deadline (i.e. 21 January 2024).
The Negative Interest Cover (as defined in the prospectus published by the Company on 15 July 2021) has not been used. Energy Transition Sponsor LLP (the "Sponsor") has agreed to lend the pro rata portion of amounts in the Escrow Account that relate to the Negative Interest Cover (the "Sponsor's NIC Entitlement") to the Company as a source of funds to cover operational and running costs during the period of the liquidation, should it be required. The Sponsor's NIC Entitlement, less any part of it so applied to cover operational and running costs during the period of the liquidation, will be repaid to the Sponsor prior to the Final Liquidation Distribution. It is currently envisaged by the Company and the Sponsor that the Sponsor's NIC Entitlement will be used by the Company to partly repay the outstanding loans between the Sponsor as lender and the Company as borrower. Alternatively, the Sponsor may decide to settle the Sponsor's NIC Entitlement in another manner.
The timetable below sets forth certain expected key dates for the liquidation of the Company:
| Event | Date | |||
|---|---|---|---|---|
| Start of the liquidation process | Wednesday 17 January 2024 | |||
| Last day of trading of Ordinary Shares and Warrants | Thursday 18 January 2024 | |||
| Delisting of Ordinary Shares and Warrants | Friday 19 January 2024 (before market opening) |
|||
| Payment of the Pre-Liquidation Distribution | On or around Wednesday 24 January 2024 | |||
| Completion of the liquidation of the Company and payment | April 2024 | |||
| of Final Distribution Amount |
The Company reserves the right to adjust the dates and times given in the timetable and this press release.
This press release contains information that qualifies or may have qualified as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
Contact: Stefan Simons Director CFF Communications T +31 (0)20 575 4073 | M +31 (0)6 203 007 96 E [email protected]
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