6 August 2021
This is a press release by Infestos Sustainability B.V. (Infestos), an indirect subsidiary of Bazel Capital B.V., pursuant to the provisions of Section 5, paragraphs 4 and 5 of the Netherlands Decree in Public Takeover Bids (Besluit openbare biedingen Wft) (the Decree) in connection with the announced, recommended public offer by Infestos for all the issued and outstanding ordinary shares in the capital of Neways Electronics International N.V. (the Offer). This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Neways Electronics International N.V. (Neways). Any offer will be made only by means of an offer memorandum (the Offer Memorandum) approved by the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, the AFM). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.
Acquisition of shares in Neways
Enschede, the Netherlands, 6 August 2021, Infestos – Reference is made to the joint press release by Neways and Infestos dated 24 June 2021 in respect of the Offer to be made by Infestos at an offer price of EUR 14.55 in cash per share (cum dividend) (the Offer Price).
Today, Infestos Sustainable Solutions B.V. (the Offeror), a direct subsidiary of Infestos incorporated in connection with the Offer, conducted transactions in ordinary shares in the capital of Neways (Shares) and/or securities that are convertible into, exchangeable for or exercisable for Shares, the details of which are stated below.
|Date||Transaction type||Total number shares||Type of shares||Volume weighted average price|
|6 August 2021||Purchase||6,090||ordinary shares||EUR 14.50|
The highest price per Share paid by the Offeror in a transaction conducted today was EUR 14.50 per Share.
Today the Offeror acquired a total of 6,090 Shares, representing 0.05% of the issued and outstanding Shares. Bazel Capital B.V. and its subsidiaries, including the Offeror, together hold 853,295 Shares on the date hereof, representing approximately 6.98% of the issued and outstanding Shares.
In addition, today the Offeror entered into irrevocable undertakings with each of the two members of the Neways management board (the Management Board) that hold Shares. The members of the Neways supervisory board do not hold Shares. Pursuant to these irrevocable undertakings the Management Board members will:
- tender the respective Shares they hold under the Offer, if and when made. They will do so on the terms and conditions of the Offer as to be described in the Offer Memorandum, including the Offer Price. As per today, such members hold, respectively, 29,225 Shares (representing 0.24% of the issued and outstanding Shares) and 1,100 Shares (representing 0.01% of the issued and outstanding Shares); and
- vote in favour of the appointment of new members of the Neways supervisory board and the resolutions related to the Offer to be voted on at the extraordinary general meeting of Neways to be held in connection with the Offer.
The irrevocable undertakings contain certain customary undertakings and conditions.
Each Management Board member holding Shares has not received any information in connection with the Offer that is relevant to Neways shareholders other than (i) the information that will be included in the Offer Memorandum or (ii) the information disclosed in this press release. At the date of this press release none of the members of the Management Board hold shares in the capital of the Offeror.
To the extent permissible under applicable law or regulation, the Offeror and its affiliates may from time to time after the date hereof, and other than pursuant to the intended offer, directly or indirectly purchase, or arrange to purchase, shares in the capital of Neways, that are the subject of the Offer. To the extent information about such purchases or arrangements to purchase is made public in the Netherlands, such information will be disclosed by means of a press release to inform shareholders of such information, which will be made available on www.infestos.nl. In addition, financial advisors to Infestos may also engage in ordinary course trading activities in securities of Neways, which may include purchases or arrangements to purchase such securities.
For more information:
T: +31 20 404 4707
Infestos is a sustainable investment firm focused on entrepreneurial and hands-on investment of family capital. Infestos was established in 1999 and consists of a team of experienced professionals with multidisciplinary skills. Infestos has extensive experience on the capital markets through its investments in Alfen, NX Filtration and ESG Core Investments. In addition to its investment portfolio, Infestos supports talent development in sports through TalentNED, sustainable renovation of monumental real estate and projects in the fields of education and healthcare through the Infestos Foundation.
The information in this press release is not intended to be complete. This announcement is for information purposes only and does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities.
The distribution of this press release may, in some countries, be restricted by law or regulation. Accordingly, persons who come into possession of this document should inform themselves of and observe these restrictions. To the fullest extent permitted by applicable law, Infestos and Neways disclaim any responsibility or liability for the violation of any such restrictions by any person. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither Infestos, nor Neways, nor any of their advisers assumes any responsibility for any violation by any of these restrictions. Any Neways shareholder who is in any doubt as to his or her position should consult an appropriate professional adviser without delay.
 This irrevocable undertaking also includes a commitment to exercise 15,000 options and to tender the 15,000 Shares to be issued as a result of the exercise of such options under the Offer.