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ADVERTISEMENT. This announcement is an advertisement relating to the intention of the Company to proceed with the Offering and the admission to listing and trading of the Rights, the Offer Shares and the Additional 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 to do so would constitute a violation of the applicable laws or regulations of such jurisdiction. Further details about the Offering are included in the prospectus for the purposes of the Admission and is approved as such under the respective regulation by the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the AFM) on 4 September 2025 and available as of today (the Prospectus). The Prospectus has been published and made available at no cost through the website of the Company (prospectusavantiumrightsoffering2025.pdf), 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, the Offer Shares or the Additional Shares. The approval of the Prospectus by the AFM should not be understood as an endorsement of the quality of the Rights, the Offer Shares or the Additional Shares.
Avantium Announces the Launch of a fully Committed and Underwritten Rights Offering of €65 million
AMSTERDAM, 4 September 2025, 08:00 hrs CEST – Avantium N.V. (the “Company”, “Avantium” or the “Group”) today announces the launch of a capital increase by means of a fully committed and underwritten rights offering, for an amount of €65 million, which is expected to meet the conditions related to the comprehensive financing package as announced on 12 August 2025 (refer to Previous Announcements on page 12 of this press release) and aims to ensure that Avantium remains sufficiently financed until it reaches EBITDA break-even.
- 11 for 8 rights offering of 12,103,283 ordinary shares at an Issue Price of €5.40 per Offer Share
- Cornerstone investments and irrevocable shareholder commitments of €12.25 million, including from long-term shareholders VP Capital NV, Pieter Kooi Holding B.V. and Navitas B.V., representing 18.7% of the offering
- The balance of the Offering has been fully underwritten for an aggregate amount of €52.75 million (the “Underwriting”)
- The Issue Price represents a discount of 40.0% to the theoretical ex-rights price based on the closing price of €13.95 on Euronext Amsterdam on 3 September 2025
- Ex-rights Date: 5 September 2025
- Rights trading period: from 9:00 CEST on 5 September 2025 to 17:36 CEST on 15 September 2025
- Record Time: 17:40 CEST on 8 September 2025
- Exercise Period: from 9:00 CEST on 5 September 2025 to 17:45 CEST on 17 September 2025
Tom van Aken, Chief Executive Officer of Avantium, comments: “Avantium has entered a pivotal phase in its journey. The successful start-up of the sugar dehydration unit - the largest part of our FDCA Flagship Plant – as announced on 29 August 2025 marks a key technical achievement in the phased commissioning and start-up of the facility. This unit converts plant sugars into MMF, a vital intermediate in the FDCA production process, and we are proud to report that MMF is now being produced successfully. With our utility systems already operational, we are now progressing with the commissioning and start-up of the final two units.
We anticipate commercial operations to begin in the first quarter of 2026, bringing us to the exciting moment when our 100% plant-based and circular material, PEF - branded as releaf® - will reach consumers and become a true commercial reality. This is backed by strong commercial traction, with 20 partners already committed through signed offtake agreements from our FDCA Flagship Plant. This progress is made possible by broad support from our longstanding shareholders, public partners and other stakeholders. Their support reflects deep confidence in our FDCA/PEF technology and our mission to lead the transition to renewable and circular chemistry.
This equity raise is a key part of the comprehensive funding package announced on 12 August 2025. Along with other funding initiatives, this equity raise is expected to cover Avantium’s financial needs and help keep the Company well-funded until it reaches group-level EBITDA break-even, which is expected in 2027. We are grateful for the continued trust of our longstanding shareholders and are especially pleased with the continued support of Invest-NL as well as the support of the Dutch State, represented by the Ministry of Climate Policy and Green Growth (Ministerie van Klimaat en Groene Groei), which has committed to act as one of the underwriters for this equity raise and has agreed to subscribe via private placement for any portion of the €15 million underwriting not used in the offering. We warmly welcome both our existing shareholders and new investors who share our ambition to build a more sustainable future through innovation.”
For more information:
Media:
Caroline van Reedt Dortland, Director Communications
+31-20-5860110 / +31-613400179
mediarelations@avantium.com
Investor Relations:
Aarne Luten, Head of Investor Relations
+31-625687714
ir@avantium.com
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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 Avantium N.V. (the Company, and such securities, the Securities) in the United States, Canada, 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. With respect to any Member State of the European Economic Area and the United Kingdom, other than the Netherlands (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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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.
These materials may include statements, including the Company’s financial and operational medium-term objectives that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made.
Each of the Company, as well as the Underwriters, including Joint Global Coordinators and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in these materials whether as a result of new information, future developments or otherwise.
The Underwriters, including the Joint Global Coordinators are acting exclusively for the Company and no one else in connection with any offering of Securities. They will not regard any other person as their respective clients in relation to any offering of Securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to any offering of Securities, the contents of these materials or any transaction, arrangement or other matter referred to herein. None of the Underwriters or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in these materials (or whether any information has been omitted from these materials) or any other information relating to the group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of these materials or its contents or otherwise arising in connection therewith. Accordingly, the Underwriters disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of these materials and/or any such statement.
This announcement does not constitute a prospectus. An offer to acquire Securities pursuant to the proposed offering 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. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company.
In connection with the Offering, each of the Underwriters and any of their affiliates, may take up a portion of the Securities in the Offering as a principal position and, in that capacity, may retain, purchase, sell, offer to sell for its own account such Securities and other securities of the Company or related investments in connection with the Offering or otherwise. In addition, each of the Underwiters and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which each of the Underwriters and any of their affiliates may from time to time acquire, hold or dispose of Securities. None of the Underwriters or their affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Information to distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (MiFID II); (b) sections 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the MiFID II Product Governance Requirements), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Securities subject to the Offering have been subject to a product approval process, which has determined that such Securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the Target Market Assessment).
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.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Securities.
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