Ebusco reports further progress on the rights issue

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ADVERTISEMENT. This announcement is an advertisement relating to the intention of Ebusco Holding N.V. (the “Company” or together with its subsidiaries the “Group”) to proceed with the Rights Issue and the admission to listing and trading of the Rights and the Offer Shares (each as defined below) (the “Admission”). This announcement does not constitute a prospectus. This announcement is for information purposes only and does not constitute, or form part of, an offer by, or invitation by or on behalf of, the Company or any representative of the Company to purchase any securities, or an offer to sell or issue, or the solicitation to buy, securities by any person in any jurisdiction where doing so would constitute a violation of the applicable laws or regulations of such jurisdiction. Further details about the Rights Issue are included in the prospectus for the purposes of the Admission and the prospectus is approved as such under the respective regulation by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the “AFM”) on 8 November 2024 and available as of that date (the “Prospectus”). The Prospectus has been published and made available at no cost through the website of the Company (https://investors.ebusco.com/rights-issue/), subject to securities law restrictions in certain jurisdictions. Potential investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Rights or the Offer Shares. The approval of the Prospectus by the AFM should not be understood as an endorsement of the quality of the Rights or the Offer Shares.

Ebusco reports further progress on the rights issue

Deurne, 14 November 2024 – Ebusco (Euronext: EBUS) today announces further progress on its EUR 36 million rights issue with obtaining irrevocable commitments from its largest shareholders and first results in reassigning cancelled buses to another customer.

As announced on 8 November 2024, Ebusco initially received indications of interest to participate in the rights issue from its long-term shareholders Peter Bijvelds Holding and ING CIP. These shareholders have now converted their indications of interest to irrevocable commitments as follows:

• EUR 5.0 million from Peter Bijvelds Holding, of which EUR 3.5 million through a conversion of the shareholder loan, in equity at the Issue Price; and
• EUR 2.61 million from ING CIP, of which EUR 1.0 million through a conversion of the shareholder loan, in equity at the Issue Price.

Together with the EUR 6.0 million commitment from CVI Investments, Inc. (an entity managed by Heights Capital Management) to subscribe for rump shares as announced on 8 November 2024,  the EUR 7.61 million commitments from the larger shareholders, represent approximately 38% of the Rights Issue. Furthermore, Ebusco announced on 8 November 2024 that it had received an indication of interest from Gotion to subscribe for Rump Shares at the Issue Price. Ebusco and Gotion are progressing the discussions on an investment agreement and it is expected that the details of such agreement will be announced before the end of the Exercise Period.

First result in reassigning cancelled buses that are in advance stage of production; buses to be converted for NIAG, scheduled for delivery in Q1 2025

Ebusco further announces that NIAG, which is a German public transport company, has agreed to bring forward the delivery of their existing order of Ebusco 3.0 buses, through the modification of the buses initially produced for another customer. This agreement has been made, as NIAG is now able to receive the buses earlier than otherwise planned. NIAG will receive the 19 buses as ordered, as well as two additional buses. This agreement is expected to have a positive impact on the Company’s cash position in Q1 2025.

Based on the ongoing discussions with various existing customers, Ebusco is confident in its ability to reassign the remaining buses that are in an advanced stages of production.

Key dates of the Rights Issue

Holders of Rights wishing to subscribe for Offer Shares must exercise their Rights during the Exercise Period, which runs until 17:40 CET on 19 November 2024. Holders of Rights wishing to subscribe for Offer Shares under the Excess Application also, must do so during this Exercise Period. Trading in the Rights on Euronext will continue until 17:34 CET on 18 November 2024.

The Public Offering for retail investors will close at 17:40 CET on 19 November 2024. The Public Offering for institutional investors will close at 17:40 CET on 20 November 2024.

After expiry of the Exercise Period unexercised Rights will lapse without value. Shareholders who do not wish to exercise their Rights should therefore sell the Rights during the rights trading period which closes at 17:34 CET on 18 November 2024.

Availability of the Prospectus

The Rights Issue is being made only by means of a prospectus, approved by, and filed with, the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) (the “AFM”) on 8 November 2024 as competent authority under the Prospectus Regulation (the “Prospectus”). The Prospectus is available electronically, free of charge, via the website of the Company (https://investors.ebusco.com/rights-issue/), subject to securities law restrictions in certain jurisdictions.

Capitalised terms used but not defined in this press release have the respective meaning given to them in the Prospectus.

This press release contains information that qualifies, or may qualify, as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation. This press release was distributed at 07:45 on 14 November 2024.

Disclaimer

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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 the securities of Ebusco Holding N.V. (the Company, and such securities, the Securities) in the United States, Australia or Japan 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. 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. No public offering of securities is being made in the United States.

The Company has not authorised any offer to the public of Securities in any Member State of the European Economic Area and the United Kingdom other than the Netherlands, Belgium and France. With respect to any Member State of the European Economic Area and the United Kingdom, other than the Netherlands, Belgium and France (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 legal entity which is a qualified investor as defined in section 2(e) of the Prospectus Regulation; or (ii) in any other circumstances falling within section 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 relevant delegated regulations.

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Information to distributors

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Notwithstanding the Target Market Assessment, “distributors” (for the purposes of the MiFID II Product Governance Requirements) should note that: the price of the Securities may decline and investors could lose all or part of their investment; the Securities offer no guaranteed income and no capital protection; and an investment in the Securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.

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