Ebusco issues new shares under loan conversions and publishes an information document

Deurne, 19 August 2025 – Following the authorization granted by the shareholders in the Extraordinary General Meeting of Ebusco Holding N.V. (‘Ebusco’ or the ‘Company’) (Euronext: EBUS) on 18 August 2025, Ebusco will now issue 99,587,859 new shares and has published an information document related to the admission to listing and trading of such shares. 

Following the Extraordinary General Meeting that took place yesterday, 18 August 2025 (the EGM), the Management Board of Ebusco Holding N.V. (Ebusco or the Company) is now authorized to issue new shares, for a period of 18 months following the date of the EGM, i.e. until and including 18 February 2027, up to a maximum of the authorized share capital of the company as of the date of the EGM.

On 24 February 2025 Ebusco entered into three loan agreements (the February Loans), two of which were convertible into ordinary shares in the capital of the Company at the election of the loan holders:

• a €10m convertible loan agreement with Green Innovation International Co. Ltd (Green Innovation);
• a €2m convertible loan agreement with De Engh B.V. (De Engh); and
• a €10m loan agreement with CVI Investments, Inc., an entity managed by Heights Capital Management, Inc. (Heights).

Green Innovation, De Engh and Heights together are referred to as the February Loan Holders.

Green Innovation and De Engh agreed an option to convert their full amounts of the February Loans plus the fee at their election into ordinary shares in the capital of the Company, subject to approval from the Company’s shareholders, at any time at either (i) a conversion price of €0.50 or (ii) a conversion price that is equal to the closing share price of Ebusco on the day that is five (5) business days before either Green Innovation or De Engh elects to convert. The February Loans were required to be fully repaid by the Company by 15 August 2025, including €2.2m in fees (in aggregate).

On 7 July 2025, the Company announced a restructuring of the February Loans, but also the restructuring of the Company’s letters of credit and bank guarantee facilities that were provided by ING Bank N.V. and Coöperatieve Rabobank U.A (the Bank Loans).

Restructuring of the February Loans

As part of the restructuring of the February Loans, it was agreed that the loan of Heights would also be convertible into ordinary shares in the capital of the Company, at the same terms as the loans of Green Innovation and De Engh. As a consequence, the full amount of the loans, €22m and the corresponding interest of €2.2m, is convertible into ordinary shares in the capital of the Company against a conversion price of €0.3260, which is the lower of (i) €0.50 and (ii) the closing share price of the Company’s ordinary shares on the day that was five (5) business days before 19 August 2025. As a consequence, 74,233,128 new shares will be issued to the February Loan Holders today.

Restructuring of the Bank Loans

On 7 July 2025, the Company announced that Heights and Kabuto Technology Co., Ltd. (Kabuto) agreed to take over the full position of ING Bank N.V. and Coöperatieve Rabobank U.A., respectively, under the Bank Loans, subject to certain conditions. The Bank Loans were due on 14 August 2025 and have been transferred to Heights and Kabuto for amounts of approximately €4.6m and €8.2m, respectively (which combined equals approximately the €12.8m that was outstanding under the Bank Loans).

Heights and Kabuto (jointly referred to as the Bank Loan Holders), had the option to convert their respective portions of the Bank Loans into ordinary shares in the capital of the Company on or after 19 August 2025 at a conversion price which is the lower of (i) €0.40 and (ii) a ten per cent discount to the 5-day volume-weighted average price prior to 19 August 2025. This conversion price has now been set at €0.3231.

It was further agreed that Kabuto (or any of its affiliates or partners) could take over the Heights portion of the Bank Loans by no later than 14 August 2025, which would then convert into ordinary shares in the capital of the Company on 19 August 2025, on the same terms.

In the event Heights and/or Kabuto (as the case may be) would decide not to convert their respective portions of the Bank Loans into ordinary shares in the capital of Company on 19 August 2025, the Bank Loans will be amended into convertible loan agreements with a conversion price as specified above. These convertible loan agreements will then have a maturity date of 19 August 2026.

On 15 August 2025, Kabuto indicated to the Company that it will exercise its conversion option on 19 August 2025, at the conversion price of €0.3231. Consequently, 25,354,731 new shares will be issued to Kabuto.

On 15 August 2025, Heights indicated to Ebusco that it will not exercise this option, meaning that its portion of the Bank Loans will not be converted into ordinary shares in Ebusco for now and will be amended into a convertible loan agreement with a maturity of 19 August 2026. Heights has the right to exercise its conversion option after 19 August 2025, subject to providing a conversion notice to Ebusco 10 business days prior to the actual conversion. Conversion will then take place at the same terms.

Both Green Innovation and Kabuto have agreed to a lock-up in respect of the ordinary shares in Ebusco that will be issued to them under the conversions referred to above, for a period ending six months after 19 August 2025.

Issuance of the New Shares and publication of an (Annex IX) Information Document

Conversion under the February Loans and the Bank Loans (for Kabuto only) has now occurred and under this conversion 99,587,859 new Ebusco shares will be issued today, 19 August 2025 (the New Shares). The New Shares are expected to be admitted to listing and trading on Thursday, 21 August 2025.

In connection with the admission of the New Shares, Ebusco has prepared an Information Document in accordance with article 1(5)(ba)(iii) and Annex IX of Regulation 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the Prospectus Regulation). The Information Document is available via the following link: https://www.ebusco.com/wp-content/uploads/Ebusco-Annex-IX-Information-Document-19-August-2025.pdf. The Information Document was filed with the Dutch Authority for the Financial Markets (the AFM) on 19 August 2025 (before market opening). The Information Document does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been subject to the scrutiny and approval of the AFM, as competent authority.

This press release contains inside information within the meaning of Article 7(1) of the European Market Abuse Regulation (MAR). This press release was distributed at 7:30 on 19 August 2025.

Click here to read the Annex IX Information Document