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This is a joint press release by GeoJunxion N.V. (GeoJunxion) and Road Runner B.V. in connection with the
sale of all issued and outstanding ordinary shares in the share capital of GeoJunxion B.V., GeoJunxion’s sole
operating entity. This announcement does not constitute an offer, or any solicitation of any offer, to buy or
subscribe for any securities in GeoJunxion. This announcement is not for release, publication or distribution, in
whole or in part, in or into, directly or indirectly, in any jurisdiction in which such release, publication or
distribution would be unlawful.
GeoJunxion to sell its entire business and dissolve
Capelle aan den IJssel, the Netherlands, 26 October 2023
With reference to the publication of the shareholder circular (Shareholder Circular) today, GeoJunxion and
Road Runner B.V. jointly announce that they reached a definitive, conditional agreement in the form of a share
purchase agreement (SPA) relating to the sale of all issued and outstanding ordinary shares in the share capital
of GeoJunxion B.V. (the Share Sale). Pursuant to the SPA, the shares in GeoJunxion B.V. will be transferred
to Road Runner B.V., and, as a result thereof, GeoJunxion’s entire business and all its assets and liabilities will
be indirectly transferred, effectively transforming GeoJunxion in a listed shell company (or cash box) holding
only the proceeds from the Share Sale and without any liabilities. It is anticipated that GeoJunxion will, subject
to completion of the Share Sale in accordance with the SPA (Completion) taking place, be dissolved (the
Dissolution) following which GeoJunxion will liquidate its assets and liabilities (Liquidation) and the ordinary
shares in the share capital of GeoJunxion (the Listed Shares) will be delisted from Euronext Amsterdam (the
Delisting). Completion is subject to, among others, approval by the general meeting of shareholders of
GeoJunxion.
The transactions contemplated under the SPA, including the Share Sale, Dissolution, Liquidation, Distribution
(as defined below) and Delisting are hereinafter referred to as the Proposed Transaction.
The management board (Management Board) and the supervisory board (Supervisory Board, together with
the Management Board, the Boards) of GeoJunxion believe that the Proposed Transaction is in the best interest
of GeoJunxion and GeoJunxion B.V., promoting the continued success of their business and sustainable long-
term value creation, taking into account the interests of all of its stakeholders , including Disinterested
Shareholders (as defined below).
Transaction highlights
? Sale of all issued and outstanding ordinary shares in the share capital of GeoJunxion B.V. to Road Runner
B.V. at a fixed purchase price of EUR 4,670,795.80 (the Purchase Price), which reflects a price per
Listed Share of EUR 1.10. As a result, GeoJunxion will hold only the proceeds from the Share Sale and
no liabilities. Upon Completion it is anticipated that GeoJunxion will be dissolved following which the
Liquidation and Delisting will take place.
? As part of the Liquidation, an advance liquidation distribution equal to the Purchase Price will be made to
holders of Listed Shares (each a Shareholder). The advance liquidation distribution to be made to
Shareholders will be EUR 1.10 per Listed Share assuming no changes to the issued share capital prior
to Completion (the Distribution). The Distribution shall be paid free from Dutch dividend withholding tax.
Given that GeoJunxion N.V. is expected to have no other assets and liabilities, no further liquidation
distributions are expected. On that basis the total proceeds for the Shareholders in the Proposed
Transaction will be EUR 1.10 per Listed Share. Road Runner B.V. and GeoJunxion have agreed to
appropriate indemnities to protect GeoJunxion in relation to the Liquidation and Distribution.
? The Proposed Transaction delivers immediate, certain and attractive value to the Shareholders. The
Purchase Price represents a premium of approximately 24% to the GeoJunxion closing price per Listed
Share on 24 October 2023 and a premium of approximately 41% to the average volume weighted price
per Listed Share for the 20 days prior to and including 24 October 2023 of EUR 0.78.
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? The Proposed Transaction is entered into with two existing longstanding (direct or indirect) Shareholders
which (directly or indirectly) hold an aggregate of 38.31% of the Listed Shares: Parkland Resources B.V.,
and Magnus I B.V. (together, the Purchasers). Road Runner B.V. has been established by the Purchasers
for the sole purpose of the Proposed Transaction. The Purchasers are also debt providers of GeoJunxion
and GeoJunxion B.V. Instead of receiving EUR 1.10 in cash per Listed Share held by them pursuant to
the Distribution, the Purchasers’ and Purchaser Related Parties’ (as defined in the Shareholder Circular)
right to the Distribution will be settled separately as part of the Purchase Price.
? The Boards fully support the Proposed Transaction and unanimously recommend Shareholders to vote
in favour of the resolutions (Resolutions) to be proposed at the extraordinary general meeting of
shareholders to be held in connection with the Proposed Transaction (EGM).
? The EGM will take place on 12 December 2023 at 10:00 CET.
? Completion is subject to certain conditions, including that the Share Sale is approved with a majority of
the votes cast in the EGM on the issued and outstanding Listed Shares held by Shareholders other than
the Purchasers and the Purchaser Related Parties (Disinterested Shareholders) as present and
represented at the EGM.
? The Purchasers have irrevocably undertaken on customary terms and conditions to vote their respective
Listed Shares in favour of the Resolutions. In addition, the other debt provider of GeoJunxion and
GeoJunxion B.V., QuaeroQ N.V., has also irrevocably undertaken on customary terms and conditions to
vote its Listed Shares in favour of the Resolutions. The Purchasers and QuaeroQ N.V. hold approximately
49.60% of the Listed Shares.
? Completion of the Share Sale is expected on 15 January 2023.