- Triodos Bank will take all necessary steps to prepare for a listing on a Multilateral Trading Facility (‘MTF’), including obtaining all relevant approvals;
- Community based MTF solution with variable pricing seen as the best fit for Triodos Bank to replace the currently suspended trading system for Depository Receipts of ordinary shares (‘DRs’);
- Listing on an MTF provides route to improve tradability for investors based on variable pricing, instead of pricing based on Net Asset Value (‘NAV’);
- Triodos Bank’s ability to pursue its mission in line with its values remains firmly anchored in governance and legal structure;
- Restricted Buyback Programme of Depository Receipts of EUR 14.4 million, equivalent to the remaining room to purchase DRs (‘Market Making Buffer’);
- Triodos Bank will continue its pursuit of additional intermediate solutions to help mitigate some of the consequences of the suspended trading for the DR holders, in line with applicable rules and regulations.
Jeroen Rijpkema, Chair of the Executive Board and CEO of Triodos Bank:
“Building on the solid foundation created by our strong investor community, listing of our DRs on an MTF will help us to improve tradability of our DRs for our investors and create potential future access to new capital. It will enable us to continue to create positive change in society through the conscious use of money and further grow our impact in the sectors we finance.”
“This next step in our evolution is the result of a thorough process in which we assessed our options to continue the pursuit of the bank’s mission, realise ambitious future targets and our long-term business plan in line with capital requirements, and provide a solution for the tradability of our DRs.”
“I am mindful of the immediate needs of certain DR holders, and we will continue to explore intermediate solutions for the suspended trade in line with applicable rules and regulations. In this context, with the current DR system coming to an end, I’m pleased to announce that we will be able to initiate a restricted DR buyback.”
“I’m grateful for the involvement, contribution and support of many of our stakeholders during this process. It illustrates the strength and the commitment of the Triodos community, providing confidence for the future. A future in which Triodos will build upon its 41-year history, to continue to drive the change that is still urgently needed in the world.”
Multilateral Trading Facility – a community-based platform
On 28 September 2021 Triodos Bank announced that it had concluded that the current system of raising capital through offering DRs to investors, against a price based on NAV, had reached its limits. After careful consideration it was decided to further elaborate on two capital instrument options that are considered feasible and suitable: a listing at a community based MTF platform, or a listing on a stock exchange.
Based on the insights gained from interactions with multiple stakeholders, Triodos Bank has concluded that a listing on an MTF will best serve its objectives and fits best as the next evolutionary step.
With a listing on a community based MTF platform trade in DRs will be based on variable pricing. The MTF will provide current and future investors the opportunity to place their buy and sell orders on a highly standardised trading platform with clear trading rules for DRs, allowing transparency in trades and pricing. Both retail and institutional investors can access this new platform.
Introducing variable pricing means that Triodos Bank will no longer trade its DRs based on NAV. Performance, expectations, market developments, the ongoing commitment to the Triodos mission and values, level of supply and demand, and many other factors, will together determine the trading price of the DRs, once the listing takes effect. Based on current valuations of traded European financial institutions, at this moment it is to be expected that the variable trading price can be considerably lower than the NAV based trading price.
As part of necessary steps for preparation, a market sounding with existing and future investors will be done before the envisaged time of listing, to gauge the investment appetite in DRs. The timing and the execution of the actual listing is furthermore subject to the following three criteria:
- Market circumstances
- Investor appetite
- Triodos Bank is ready for a listing on an MTF and has received the relevant approvals
Currently Triodos Bank envisages that it will be able to accomplish a listing on an MTF within the previously indicated timeframe of 12-18 months.
Restricted DR Buyback programme
To bridge the period that the trade in DRs still will be suspended, Triodos Bank is exploring further intermediate solutions to help mitigate some of the consequences of the suspended trading for the DR holders. In this context, as the current system will be replaced by a listing on an MTF, an amount of EUR 14.4 mln, equivalent to the remaining room to purchase DRs (“Market Making Buffer”) will be deployed to facilitate a restricted DR Buyback Programme. Details of this programme will be shared with DR holders in due course.
Statement from Board of SAAT
In its independent role as sole shareholder, the Board of Stichting Administratiekantoor Aandelen Triodos Bank (‘SAAT’) has been informed by the bank. SAAT has been able to take note of the process of information gathering and decision making by the Executive Board, which is supervised by the Supervisory Board, and has concluded that a careful process has been completed. The interests of multiple stakeholders were identified and carefully considered. SAAT notes that the mission, the interests of the bank and the interests of depository receipt holders have each been taken into account. SAAT understands the decision announced today to pursue a listing on an MTF. SAAT is pleased to note that the bank continues to work on exploring additional intermediate solutions to help DR holders.
Administrative discount for tax purposes
In view of fiscal reporting requirements, Triodos Bank has decided to apply a 30% administrative discount to the value of the DRs for tax purposes only. In recognition of the current illiquidity of the DRs, this discount will be applied as per 31 December 2021. DR holders may apply this discount when preparing their tax return. The discount is based on the last traded price of EUR 84, leading to a price of EUR 59 per DR. It should be noted that this discount is for tax purposes only and does not represent an indication about the price of the DRs for the future listing on an MTF.
- Triodos Bank will continue to engage with and inform its DR holders. DR holders will be invited for an informal meeting, which will be scheduled in the first half of February 2022.
- Triodos Bank will provide updates when appropriate about the possible intermediate solutions.
These materials are not for release, distribution, or publication, whether directly or indirectly and whether in whole or in part, in or into the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
These materials are for information purposes only and are not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy any securities of Triodos Bank N.V. (the “Company” and such securities the "Securities") in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of Securities for sale into the United States (or to U.S. Persons, wherever located). The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an applicable exemption from registration. The Company will not be registered in the United States as an investment company under the U.S. Investment Company Act of 1940. No public offering of Securities is being made in the United States.
In the United Kingdom, this document and any other materials in relation to the Securities is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and who are also (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this document and should not act or rely on it.
The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of Securities requiring publication of a prospectus in any Relevant Member State. As a result, the Securities may only be offered in Relevant Member States (i) to any person or legal entity which is a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation; or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable the investor to decide to purchase or subscribe for the Securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any amendments and relevant delegated regulations thereto.
No action has been taken by the Company that would permit an offer of Securities or the possession or distribution of these materials or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required.
The release, publication or distribution of these materials 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. Any offer to acquire Securities pursuant to the proposed offering, if any, will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the Netherlands in connection with such offering. If and when made generally available, copies of the prospectus may be obtained through the website of the Company.