Triodos Bank takes the next step in restoring tradability in Triodos Bank Depository Receipts (“DRs”) in June 2023. The order book for trade is expected to open on 28 June 2023. The initial trading round is expected to commence on 5 July 2023 marking the official moment of listing of DRs on Captin’s Multilateral Trading Facility (“MTF”).
Jeroen Rijpkema, Chair of the Executive Board and CEO of Triodos Bank commented: “The upcoming listing marks an important moment for our Depository Receipt Holders and Triodos Bank, as it will offer our DR Holders a possibility to trade again. The start of tradability after a prolonged period of suspension might entail large fluctuations between supply and demand, and consequently in pricing, and could even result temporarily in situations of no trade. However, the fact that we create the opportunity to trade again is an important step forward. It will enable us to focus on our pursuit of positive impact with the support of our DR Holders and all other Triodos Bank stakeholders.”
Update on performance
In view of the anticipated listing of the Depository Receipts Triodos Bank on Captin’s MTF, we believe it is in the interest of all investors to ensure that they can base their investment decisions on the most up-to-date information. We have therefore issued a separate press release earlier today on the expected performance of the bank over the first half year 2023.
Expected next steps
The DRs of DR-Holders that have opened a trading account with Captin, will be converted into electronic form (‘dematerialisation’) to enable DRs to be traded on the electronic platform. Up to this moment in time 26% of DR-holders has opened such a trading account. The DR portfolio of those DR-Holders will be visible in their Captin trading account. Captin will act as the provider for services concerning the DRs.
On 28 June – At 9:00 (CET) the order book will open, marking the beginning of the initial auction round. Current DR-Holders and prospective new investors who have opened a trading account with Captin can place buy or sell orders until the order book closes at 12:00 (CET) on 5 July.
On 5 July – At 14:00 (CET) the first trading round will commence. During the trading round, buy and sell orders in the order book will be matched based on the transaction price on which the highest volume can be executed. It might well be that initially not all orders can be matched. Therefore, orders will be matched on a pro rata basis of the available volume of the buy and sell orders.
The settlement of any transactions will be done automatically. The transaction price will be published on Captin’s website as well as on Triodos.com when a trading price has been established.
On 6 July – At 9:00 (CET) the second auction round will commence, following the same process, and will be repeated weekly (on Thursdays) thereafter.
Update Information Memorandum
To inform the current and prospective new DR-Holders about various relevant developments since the release of the Information Memorandum on 3 April this year, a supplement to the Information Memorandum has been released today. Before participating, current and prospective new DR-Holders are recommended to read both documents.
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.