Triodos Bank has been informed that the Stichting Certificaathouders Triodos Bank (“Stichting”) has filed a petition with the Enterprise Chamber of the Amsterdam Court of Appeal (“Enterprise Chamber”). The Stichting has asked the Enterprise Chamber to order an investigation. Triodos Bank regrets this escalation and will ask the Enterprise Chamber to reject the request.
Triodos Bank remains committed to resolve the suspension of trade in its depository receipts (“DRs”) and restore potential access to new capital by way of listing its DRs on a Multilateral Trading Facility (“MTF”). Triodos Bank remains confident that this is in the best interest of its stakeholders. Moreover, the listing on an MTF will best enable the bank to continue to fulfil its mission.
The preparations for the intended listing are progressing according to plan and with the recent appointment of Captin as the provider of the MTF, Triodos Bank is still on track to complete the process in Q2 2023. An Extraordinary General Meeting (EGM) will be held on Tuesday 11 October 2022. During this meeting, Triodos Bank will formally request its shareholder, SAAT, to approve the principle of listing the DRs on the MTF platform.
Triodos Bank has actively pursued, and will continue to pursue, the engagement with all its stakeholders to ensure an orderly process that reflects and takes account of the interests of all stakeholders.In doing so, Triodos Bank has put serious effort in explaining the background of the DR trade suspension as well as in developing a feasible way forward to restore DR tradability. It is regrettable that the Stichting has chosen to take this step, that could slow the process of listing the Triodos Bank DRs on an MTF and restoring tradability. Triodos Bank is of the opinion that the request to order an investigation should not be granted and will therefore ask the Enterprise Chamber to reject the request.
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.