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This announcement is not a prospectus and does not constitute an offer to sell or the solicitation of an offer to purchase the securities described herein, nor shall there be any sale of the securities referred to herein in or into any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Neither this communication nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the Offering (as defined below) will be made, and any investor should make its investment decision solely on the basis of, publicly available information.
THEON Announces Results of the Rights Issue
Bloomberg (THEON:NA) / Reuters (THEON.AS)
Announcement of results of the Rights Issue
- Approx. 99% of the total number of New Shares offered were subscribed by in the Rights Issue during the Subscription Period
- 102,587 New Shares underlying unexercised Rights to be offered to institutional investors in the Rump Placement
- The Rump Placement will commence immediately and can be concluded at any time no later than on 16 December 2025 before market open
- Issuance of the New Shares: 18 December 2025
- Listing of the New Shares: 18 December 2025
15 December 2025 – Theon International PLC (the “Company”, “Group” or “THEON”) announces the conclusion of the subscription period (the “Subscription Period”) for THEON’s shareholders to exercise rights (“Rights”) for the issuance of 8,624,645 new ordinary shares (the “New Shares”), (the “Rights Issue”). During the Subscription Period, which started on 2 December and ended on 15 December 2025, a total of 68,176,464 Rights for the subscription of 8,522,058 New Shares were exercised, representing approx. 99% of the total number of New Shares being offered for a total amount of approx. €148 million.
The Company’s majority shareholders, Venetus Limited and CHRE Investments Limited (the “Committing Shareholders”), as per their irrevocable commitment, subscribed for approx. €107 million of the New Shares, exercising their pro-rata entitlement (the “Committed Shares”).
The remaining 102,587 New Shares which were not subscribed for or for which subscription failed during the Subscription Period (the “Rump Shares”), representing approx. 1% of the total New Shares being offered, will be offered by THEON for sale to eligible institutional investors in selected jurisdictions at a price no less than the Subscription Price by way of private placements, subject to the terms and conditions of the Underwriting Agreement (as defined below) and applicable securities laws (the “Rump Placement” and together with the Rights Issue, the “Offering”). Any price per Rump Share achieved in the Rump Placing that exceeds the Subscription Price will also be paid to the Company.
The Rump Placement will commence immediately and can be concluded at any time no later than on 16 December 2025 before market open. Issuance of the New Shares will occur prior to 09:00 CET on 18 December 2025 and listing of the New Shares on Euronext Amsterdam will occur at 09:00 CET on 18 December 2025 (the “Closing Date”).
As previously communicated by the Company on 1 December 2025, and subject to satisfaction or waiver of certain conditions, the Offering is underwritten by certain investment banks. The Committed Shares are not underwritten.
The Company and the Committing Shareholders have agreed to lock-ups that expire 180 days after the Closing Date. These lock-ups are subject to exceptions for general offers for the Company, the granting and enforcement of security rights in connection with any margin loan and transfers to legal entities wholly owned by C. Hadjiminas, and may be waived by the underwriting banks.
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