- Restricted Buyback Programme of Depository Receipts (DRs) of EUR 14.4 million, equivalent to the remaining room to purchase DRs (‘Market Making Buffer’)
- EUR 3 million reserved for Solidarity Arrangement
- Subject to approval of EGM scheduled for 29 March 2022
Jeroen Rijpkema, Chair of the Executive Board and CEO of Triodos Bank:
“While we are preparing for the listing of our Depository Receipts on a Multilateral Trading Facility, we are very much aware of the wish for liquidity of certain DR holders.
The restricted DR Buyback is aimed to provide some liquidity during the period of suspended trade in line with applicable rules and regulations.
I’m pleased that we will allocate EUR 3 million out of the available EUR 14.4 million to those DR-holders that are most urgently in need for liquidity. I consider that to be a testimony of the strength and solidarity of our community.”
Restricted buyback of Depository Receipts
The EUR 14.4 million that is available for the restricted buyback of DRs is equivalent to the remaining room to purchase DRs (‘Market Making Buffer’) within the former DR setup. The proposed buyback programme will be a one-off and no further buyback programmes nor CET-1 capital reductions are foreseen. The price for the programme is set at EUR 59, the same price as determined for administrative and fiscal reasons at the end of last year. This price represents the last trading price minus a 30% discount for illiquidity and is considered a fair assessment of the current economic value. It should be noted that this price will be applied for the restricted buyback programme and does not represent any indication of the future price of the DRs at the moment of listing on an MTF.
DR Buyback characteristics:
- Every DR holder is eligible to participate
- EUR 2,000 maximum gating amount, per investment account per subscription round
- DR holders take individual decision to participate and for which amount (EUR 2,000 maximum)
- Subscription period = 3 weeks
- In case of undersubscription, another round will be launched
- In case of oversubscription, amount awarded pro-rata based on subscription amounts
An amount of EUR 3 million of the EUR 14.4 million available for the restricted buyback programme, will be allocated to the DR-holders that are in most urgent need for liquidity to meet ongoing vital expenses. Specific criteria will apply to DR-holders to qualify for the solidarity arrangement. Specific eligibility criteria include:
- A serious, urgent, and immediate need for liquidity in order to meet ongoing vital expenses (rent, mortgage, food, medical expenses), and
- Resulting from an unforeseen personal event (e.g., illness, unemployment), and
- No freely liquidable financial assets available.
Characteristics of the Solidarity arrangement:
- Maximum of EUR 6,000 per solidarity case
- Price: EUR 59
- Strict Criteria for eligibility for solidarity arrangement
- In case of over subscription, amount is awarded pro rata
- In case of undersubscription, remainder is added to restricted buyback programme
The abovementioned restricted buyback programme and its details are subject to approval by the Extraordinary General Meeting of Triodos Bank N.V., planned for 29 March 2022. Start and completion of the programme are foreseen for Q2 2022.
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.