NHOA Has Been Informed of TCC Group Holdings Co., Ltd’s (f/k/a Taiwan Cement Corporation) Intention to File a Simplified Tender Offer for the NHOA Shares, With a View to Delisting NHOA

PARIS–(BUSINESS WIRE)–Regulatory News:

NHOA has been informed of the intention of TCC Group Holdings Co., Ltd, NHOA’s indirect majority shareholder, to file a simplified tender offer for the NHOA shares at a price of EUR 1.10 per share and, if the legal conditions are met at the end of the offer, to request the implementation of a squeeze-out.

NHOA S.A. (EURONEXT PARIS: NHOA.PA) (NHOA or the Company) has taken note of the intention of TCC Group Holdings Co., Ltd (TCC), NHOA’s indirect majority shareholder through Taiwan Cement Europe Holdings B.V. (TCEH), to file a simplified tender offer for the NHOA shares, at a price of EUR 1.10 per NHOA share (the Tender Offer). The Company also noted TCC’s intention to request, indirectly through TCEH, the implementation of a squeeze-out if the legal conditions are met. The squeeze-out would result in the delisting of the Company’s shares from the regulated market of Euronext Paris.

As of the date hereof, TCC, indirectly through TCEH, holds 244,557,486 NHOA shares, representing c. 88.87% of NHOA’s share capital and theoretical voting rights.

In accordance with the general regulations of the French Autorité des marchés financiers (the AMF), the Company’s Board of Directors will form soon an ad hoc committee composed of independent directors. The Company’s Board of Directors will also, on the recommendation of the ad hoc committee, appoint an independent expert in charge of providing a fairness opinion (attestation d’équité) on the contemplated Tender Offer.

Once the proposed Tender Offer is filed with the AMF by TCEH, the Company’s Board of Directors will meet in due course, after reviewing the independent expert’s report and the recommendation of the ad hoc committee, to issue a reasoned opinion on the contemplated Tender Offer. This reasoned opinion and the independent expert’s report will be included in the draft response document to be filed with the AMF.

It is reminded that as part of the last c. EUR 250 million rights issue of the Company completed in September 2023, the subscription price for the new NHOA shares amounted to EUR 1.00 per share (EUR 0.20 of nominal value and EUR 0.80 of issue premium).

Disclaimer
This press release has been prepared for information purposes only. It does not constitute an offer to purchase or a solicitation to sell NHOA shares in any country, including France. There is no certainty that the simplified tender offer mentioned above will be filed or opened. Under French law, the offer can only be made in accordance with the offer documentation, which must contain the full terms and conditions of the offer. The offer documentation must be submitted to the AMF for review, and the offer may not be opened until the AMF has issued a clearance decision (déclaration de conformité). Any decision relating to the offer must be based exclusively on the information contained in the offer documentation.

The dissemination, publication or distribution of this press release may be subject to specific regulations or restrictions in certain countries. The offer will not be addressed to persons subject to such restrictions, either directly or indirectly, and will not be accepted from any country where the offer would be subject to such restrictions. Accordingly, persons in possession of this press release are required to inform themselves about and to comply with any local restrictions that may apply. The Company declines all responsibility for any breach of these restrictions by any person whatsoever.

NHOA Group
NHOA S.A. (formerly Engie EPS), global player in energy storage, e-mobility and EV fast and ultra-fast charging network, develops technologies enabling the transition towards clean energy and sustainable mobility, shaping the future of a next generation living in harmony with our planet.

Listed on Euronext Paris regulated market (NHOA.PA), NHOA Group forms part of the ® Mid & Small and CAC ® All-Tradable financial indices.

NHOA Group, with offices in France, Spain, Portugal, United Kingdom, United States, Taiwan and Australia, maintains entirely in Italy research, development and production of its technologies.

For further information, go to www.nhoagroup.com

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Forward-looking statement
This release may contain forward-looking statements. These statements are not undertakings as to the future performance of NHOA. Although NHOA considers that such statements are based on reasonable expectations and assumptions at the date of publication of this release, they are by their nature subject to risks and uncertainties which could cause actual performance to differ from those indicated or implied in such statements. These risks and uncertainties include without limitation those explained or identified in the public documents filed by NHOA with the French Financial Markets Authority (AMF), including those listed in the Risk Factors section of the NHOA 2023 Universal Registration Document, filed with the AMF on April 12, 2024 (under number D.24-0279). Investors and NHOA shareholders should note that if some or all of these risks are realized they may have a significant unfavorable impact on NHOA.

These forward-looking statements can be identified by the use of forward-looking terminology, including the verbs or terms anticipates, believes, estimates, expects, intends, may, plans, build-up, under discussion or potential customer, should or will, projects, backlog or pipeline or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and that are to different degrees, uncertain, such as statements about the impacts of the war in Ukraine and the current economic situation pandemic on NHOA’s business operations, financial results and financial position and on the world economy. They appear throughout this announcement and include, but are not limited to, statements regarding NHOA’s intentions, beliefs or current expectations concerning, among other things, NHOA’s results of business development, operations, financial position, prospects, financing strategies, expectations for product design and development, regulatory applications and approvals, reimbursement arrangements, costs of sales and market penetration. Important factors that could affect performance and cause results to differ materially from management’s expectations or could affect NHOA’s ability to achieve its strategic goals, include the uncertainties relating to the impact of war in Ukraine and the current economic situation on NHOA’s business, operations and employees. In addition, even if the NHOA’s results of operations, financial position and growth, and the development of the markets and the industry in which NHOA operates, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. The forward-looking statements herein speak only at the date of this announcement. NHOA does not have the obligation and undertakes no obligation to update or revise any of the forward-looking statements.

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Press Office: Claudia Caracausi and Davide Bruzzese, Image Building, +39 02 89011300, nhoa@imagebuilding.it
Financial Communication and Institutional Relations: Chiara Cerri, +39 337 1484534, ir@nhoagroup.com

Source: NHOA S.A.