Regulated Information: Reverse Stock Split and Listing of the Envipco Holding Shares - De-Listing and Exchange for Shares of the Envipco Trust CertificatesBy Envipco, PRNE
Wednesday, September 21, 2011
AMSTERDAM, September 22, 2011 -
On 27 June 2011 the general meeting of shareholders of Envipco Holding N.V., having its seat at Amsterdam, (Envipco), decided (i) to amend Envipco’s articles of association with the aim of, among other things, converting the class A shares and the class B shares into ordinary shares not designated by an alphabetical letter, and converting every 50 of those ordinary shares, each with a nominal value of EUR 0.01, into one ordinary share with a nominal value of EUR 0.50 (reversed stock split) and (ii) to apply for admission of the ordinary Envipco shares to trading on the regulated market of Euronext Brussels. Furthermore, Stichting Envipco Trust, having its seat at Amsterdam, (the Foundation) has decided to terminate the administration of class B shares in Envipco and to terminate the listing of the depositary receipts for those shares.
Admission to trading of ordinary shares
Provided that the deed of amendment of Envipco’s articles of association dated 6 October 2011 (the Closing Date) has taken effect, the depositary receipts for class B shares will be delisted following the close of trading on 5 October 2011 and, simultaneously, the ordinary Envipco shares will be admitted to trading on the regulated market of Euronext Brussels under the new ISIN code NL0009901610 and the new trading symbol ENVI.
Reversed stock split; fractions of shares/depositary receipts
Where holders of Envipco shares or depositary receipts for Envipco shares would receive fractions of shares because the total nominal value of the shares held by them or of the shares underlying the depository receipts held by them following the Reversed Stock Split would make it impossible to convert those shares or depositary receipts into whole numbers of shares with a nominal value of EUR 0.50, such holders will have the opportunity to buy or sell additional shares or depositary receipts in order to end up with a number of shares or depositary receipts that is a multiple of 50. This can be done up to and including on the last day of trading of the depositary receipts for class B shares. If at the close of trading on 5 October 2011 the number of depositary receipts held by a party is above or below 50 or a multiple of 50, it shall receive the counter value in cash of the fraction of the share it would otherwise have been entitled to. Such counter value shall be calculated based on the volume weighted average price of the depositary receipts during the fifteen trading days preceding the Closing Date. No payment in cash shall be made if such counter value payable to an investor is less than EUR 0.50.
Cancellation and exchange of depositary receipts
Depositary receipts can be exchanged free of charge for ordinary shares in Envipco with the same total nominal value.
Where depositary receipts are held through a securities account with a bank or stockbroker, the relevant holders need not take any action; they will receive information regarding the cancellation and exchange of the depositary receipts from their bank or stockbroker.
Holders of depositary receipts, in bearer form, for class B shares who are physically in possession of their depositary receipts should surrender these to ING (address: Physical Coupons - 3 , 60 Cours Saint Michel 1040 Brussels) in order to obtain new ordinary shares, either in registered form or in book-entry form. Such depositary receipt holders will receive a form from ING on which they can indicate whether they wish to obtain registered shares or shares in book-entry form.
Starting 6 October 2011, depositary receipt holders who have not yet exchanged their depositary receipts for ordinary shares will have a period of one year in which to do so in the manner described above. After this period has ended, the administration by the Foundation of the shares underlying the depositary receipts will terminate and the Foundation will be entitled, after consulting with Euronext Brussels, either to cause shares that are still under its administration to be transferred to a third party at the risk and expense of the holders of any depositary receipts still outstanding, or to sell such shares and deposit the proceeds of the sale with the Deposit and Consignment Office for the benefit of the holders of any depositary receipts still outstanding.
The VVPR strips issued simultaneously to the depositary receipts in 1998 will be admitted to trading on the regulated market of Euronext Brussels under the new ISIN code BE0005645198, simultaneously to the admission to trading of the ordinary shares Envipco. The VVPR Strips will also be subject to the reversed stock split of 50 VVPR Strips into 1 VVPR Strip. For further information regarding the reversed stock split of the VVPR Strips and the actions to be undertaken by holders of VVPR Strips in bearer form, you should consult the listing prospectus of Envipco dated 21 September 2011 (available on www.envipco.com and www.ing.be). If a holder of VVPR Strips holds more or less than (a multiple of) 50 VVPR Strips by close of the last day of trading of a depositary receipt on Euronext, the number of VVPR Strips such holder is entitled to following the reversed stock split shall be rounded downwards.
Listing prospectus and additional information
For additional information regarding the admission to trading of the ordinary shares, the reversed stock split and the exchange of the depositary receipts which will be delisted, investors in most jurisdictions can consult the prospectus of Envipco, dated 21 September 2011. The prospectus is available to investors in most jurisdictions on www.envipco.com and www.ing.be. For any question, investors can also contact the listing agent, ING Belgium, at Marc Sanders 32.2.547.31.40 Email: firstname.lastname@example.org.
Management Board, Envipco Holding N.V.
Management Board, Stichting Envipco Trust
This announcement does not constitute an offer by, or invitation by or on behalf of Envipco or any representative of Envipco, to purchase any securities or an offer to sell or issue, or the solicitation to buy securities by any person.
ABOUT ENVIPCO HOLDING N.V.
Envipco Holding N.V. (Envipco), www.envipco.com, is a Netherlands-based holding company listed on NYSE Euronext Brussels “ENV”. Envipco, with operations in several countries around the globe, is a recognized leader in the development and operation of reverse vending machines (RVMs), automated technological systems for the recovery of used beverage containers. Envipco’s turnkey solutions cover all aspects of beverage container recycling - from recovery, validation, compaction, sorting, transportation and logistics, to accounting for every container, to recycling and processing used beverage containers to prepare for conversion into new containers and consumer products. Known for its innovative technology and market leadership, Envipco holds several intellectual property rights for RVM systems, including but not limited to beverage refund deposit markings, material type identification, compaction and accounting. It also owns and operates the largest independent bottle to bottle PET recycling plant in Europe.
For further information please contact: Gool Santchurn at +1-203-720 4059
ENVIPCO HOLDING N.V.
Amsterdam, September 22, 2011
1017 CA, Amsterdam