QUANTAFUEL Quantafuel ASA ("Quantafuel ") has today reached an agreement to acquire 40% of Geminor Invest AS, the 100% owner ofGeminor AS ("Geminor") forNOK 168 million to be settled inQuantafuel shares plus a cash element of approx.NOK 2 million . As part of the transaction,Quantafuel is also granted an option to acquire the remaining shares in Geminor Invest AS. Geminor Geminor is a market leader in waste trading, logistics and sorting, with offices in ten European markets. The acquisition strengthens the plastic waste sourcing operations ofQuantafuel , and will further contribute to a swift roll-out ofQuantafuel's Plastic-to-Liquid chemical recycling plants acrossEurope . - We are determined to maintain and strengthen our position as the global leader within chemical recycling of mixed plastic waste and deliver millions of tons of recycled material to our strategic partners acrossEurope . Logistic, sorting and handling are key to be able to deliver on these ambitions and this investment is therefore set to become a key competitive advantage as we roll-out process capacity in large, industrial scale, says Kjetil Bøhn, CEO ofQuantafuel ASA . Key virtues of the transaction are: * Optimal plastic waste sourcing to accelerate theQuantafuel plant roll-out and to increase future profitability * Creating a Pan-European presence forQuantafuel for optimal sourcing across markets and broader project development * Geminor has an asset light business model with a proven track record on growth and profitability Geminor EBIT is estimated atNOK 34 million in 2020 andNOK 48 million for 2021, and Geminor Invest AS andGeminor AS have an adjusted net debt position of approx.NOK 50 million . Geminor was established in 2004, and has its head office in Haugesund Norway. The company has about 80 employees and is represented with offices in ten European countries and traded volumes in twelve countries.Norway ,UK ,Germany ,Finland ,Poland andDenmark are the largest markets for Geminor. Geminor is asset light and focused on the trading and logistics of waste handling, with sorting activities inNorway ,Sweden andUK . With a proven track record of organic growth, Geminor is a market leader inNorway , a top 3 player in theUK waste export market and has 70% of the export volumes fromGermany toDenmark . Plastic waste streams for recycling are to a large extent traded across borders. These cross-border flows are expected to increase further with the latest revision of the European Waste Directive (2018) banning landfill plastic waste disposal, and with expected regulation for minimum targets for separation, sorting and handling. The Geminor acquisition improvesQuantafuel's competitiveness further by facilitating access to plastic waste streams across different geographies. It facilitates achieving the best possible price, fraction specifications, volume and predictability, which contributes to both the Skive operations, and to the development of all the subsequentQuantafuel plants in new countries.Quantafuel expects improved pricing of plastic waste from the Geminor transaction, and Geminor's ability to source volumes is set to improve with access to chemical recycling delivery points.Quantafuel has been cooperating with Geminor for almost two years, including also on the 10,000-ton Grønt Punkt contract. The transactionQuantafuel will acquire 40% of the shares in Geminor Invest AS against a purchase price ofNOK 168 million to be settled in 2,720,044Quantafuel shares plus a cash element of approx.NOK 2 million . 1,803,681 of the consideration shares will be issued at the volume weighted average trading price the last three trading days prior to today, beingNOK 65.20 per share. The remaining 916,363 of the consideration shares will be issued at an agreed issue price ofNOK 55 per share and be subject to a 9-months lock up.Quantafuel and the Sellers have entered into a shareholders agreement with respect to their shareholdings in Geminor Invest AS. Under the shareholders agreement, the Sellers will have preferential distribution rights in Geminor Invest AS covering any loss they may have on any immediate resale of their consideration shares that are not subject to lock up. The issue of the consideration shares byQuantafuel was resolved by the board today under the board authorisation granted byQuantafuel's extraordinary general meeting on3 July 2020 , and was immediately thereafter subscribed by the Sellers and paid up by a contribution in kind of the relevant shares in Geminor Invest AS. Following the issue of the Consideration Shares,Quantafuel's issued share capital will beNOK 1,385,462.61 divided on 138,546,261 issued shares. As part of the transaction,Quantafuel has been granted an option to acquire the Sellers' remaining 60% share stake in Geminor Invest AS for a total purchase price of approx.NOK 367 million , subject to certain adjustments. The strike price will be increased with any unpaid amount of the preferential distribution (if relevant). The option must be exercised before30 April 2024 . The option period may in certain circumstances be extended to30 April 2025 . SpareBank 1Markets andDanske Bank , Norwegian Branch, have acted as transaction advisers, and Wikborg Rein has acted as legal advisor, toQuantafuel in connection with the acquisition. For further queries, please contact: Kjetil Bøhn, CEO +47 91573818Kristian Flaten , CFO +47 95 09 23 22 AboutQuantafuel | https://quantafuel.comQuantafuel is a technology-based energy company converting waste plastics back into low-carbon synthetic oil products replacing virgin oil products.Quantafuel is establishing, operating and owning dedicated plastic-to-liquid (PtL) plants and plans to establish several plants throughoutEurope and beyond.
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