NX Filtration successfully secures debt financing and launches equity offering

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NX Filtration successfully secures debt financing and launches equity offering

Combined debt and equity package providing sufficient headroom to fund its growth ambitions well into the future

Enschede, the Netherlands, 26 March 2024, 17:40 CET

• As announced on 9 February 2024, NX Filtration expects its current cash position to be sufficient to fully finance the construction of its new factory and its operations in 2024. In addition, NX Filtration communicated that it would explore a range of possibilities to increase its financial flexibility to implement its growth strategy for the longer term.

• Today, NX Filtration is delighted to share that it has successfully secured at least €20 million debt financing expected to close in April 2024.

• Additionally, NX Filtration is now launching an equity offering of new ordinary shares (the New Shares) worth c. €25 million (theOffering), supported by existing substantial shareholders. NX Filtration's management board will also participate in the equity offering.

• This combined debt and equity financing package will strengthen NX Filtration's balance sheet and support its longer term growth journey. The Company expects that the combined financing package will fund the Company's operations and provide it with sufficient headroom to fund its growth ambitions well into the future.

Further details

The debt financing of at least €20 million (exact amount depending on the final valuation of the Company's new factory) is governed by market standard conditions, with the Company's newly developed real estate serving as security. The debt financing is expected to close in April 2024.

The equity offering will be executed by means of an accelerated bookbuild to qualified investors of new ordinary shares worth c. €25 million. The bookbuilding process will commence with immediate effect and may close at short notice.

ABN AMRO Bank N.V. (ABN AMRO) is acting as Sole Global Coordinator and Sole Bookrunner in the Offering.

Use of proceeds

The net proceeds from the Offering, in combination with the proceeds from the debt financing, will be used to strengthen NX Filtration's balance sheet and support its growth journey, providing the Company with additional flexibility to respond to market developments and accelerate specific growth initiatives when needed. Such growth initiatives could relate to additional investments in its commercial and engineering teams to support the development of large-scale commercial projects, innovations to tailor its products to specific market opportunities and/or unlock new addressable markets, and a further ramp-up of output of its new factory to efficiently handle more and larger orders as they arise. The Company expects that this additional financing provides it with sufficient headroom to fund its growth ambitions well into the future.

Details of the Offering

The proposed Offering will be executed by way of a private placement of the New Shares with exclusion of pre-emption rights. The New Shares will be issued by the Company's management board, with the approval of the supervisory board, under the existing designation of the management board provided by the annual general meeting of the Company held on 6 April 2023 to issue shares and to exclude pre-emptive rights of existing shareholders in relation thereto. The bookbuilding process will commence with immediate effect and may close at short notice.

The New Shares will be offered exclusively to qualified investors in the European Economic Area (EEA). The New Shares will only be offered and sold outside the United States in accordance with Regulation S under the US Securities Act of 1933, as amended. The offer price of the New Shares (the Offer Price) will be determined following an accelerated bookbuild and will be announced upon completion of the bookbuilding process.

The final number of New Shares and the final Offer Price will be announced by the Company as soon as possible after closing of the bookbuilding in a press release which is expected to be published no later than 27 March 2024 8:30 CET, subject to acceleration. Delivery and admission to listing and trading of the New Shares on Euronext Amsterdam is expected to take place on 28 March 2024. The New Shares will rank pari passu in all respects with the existing shares of the Company with the ISIN NL0015000D50.

NX Filtration and NX Filtration's management agreed to a 180 day lock-up period following completion of the transaction, subject to customary exceptions. No prospectus is required and no such prospectus or similar document will be published in connection with the Offering. ABN AMRO is acting as Sole Global Coordinator and Sole Bookrunner in the Offering.

About NX Filtration

NX Filtration is a provider of direct nanofiltration membrane technology for producing pure and affordable water to improve quality of life. Its direct nanofiltration technology removes micropollutants (including pharmaceuticals, medicines, PFAS and insecticides), colour and selective salts, but also bacteria, viruses and nanoplastics, from water whilst offering strong sustainability benefits. For further information on NX Filtration please visit www.nxfiltration.com

Notes to the press release

This is a public announcement by NX Filtration N.V. pursuant to section 17 of the European Market Abuse Regulation (596/2014). This public announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in NX Filtration N.V. Not all reported data in this press release has been audited.

For enquiries, please contact:

NX Filtration

Michiel Staatsen, COO and Investor Relations

[email protected]

+31 85 047 9900

Disclaimer / forward-looking information

This press release is not for release, publication or distribution in whole or in part, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan or any other jurisdiction in violation of the relevant laws of such jurisdiction.

This press release may include forward-looking statements. Other than reported financial results and historical information, all statements included in this press release, including, without limitation, those regarding our financial position, business strategy and management plans and objectives for future operations, may be deemed to be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are based on our current expectations, projections and key assumptions about future events and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as future market conditions, the behavior of other market participants and the actions of governmental regulators. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release and are subject to change without notice. Other than as required by applicable law or the applicable rules of any exchange on which our securities may be traded, we expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Important Information

This press release is for information purposes only and 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 NX Filtration N.V. (the Company, and such securities, the Securities) in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa 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.

No offer to sell or subscribe for the New Shares, or announcement of a forthcoming offer to sell or subscribe for the New Shares, or solicitation of any offer to buy or subscribe for New Shares, or announcement of a forthcoming solicitation of any offer to buy or subscribe for, the New Shares will be made in the United States or in any 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, and the distribution of this communication in such jurisdictions may be similarly restricted or unlawful.

Any securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), or the securities laws of any other jurisdiction, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration or except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

The Company has not authorised any offer to the public of the New Shares 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 New Shares requiring publication of a prospectus in any Relevant Member State. As a result, the New Shares may only be offered in Relevant Member States: (i) to any legal entity which is a "qualified investor" as defined in Regulation (EU) 2017/1129 including any relevant delegated regulations (the Prospectus Regulation); or (ii) in any other circumstances falling within Article 1(4) of the Prospectus Regulation; provided that no such offer of New Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Regulation and each person who initially acquires New Shares or to whom any offer is made will be deemed to have represented, warranted and agreed to and with the Company that it is a "qualified investor" within the meaning of the Prospectus Regulation.

In the United Kingdom, no action has been undertaken or will be undertaken to make an offer to the public of New Shares requiring publication of a prospectus. As a result, in the United Kingdom, this announcement and any offer of the New Shares may only be addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 and who: (i) are persons having professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order; or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons). In the United Kingdom, this announcement must not be acted or relied on by persons who are not Relevant Persons. In the United Kingdom, any securities, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities, and any investment activity, to which this announcement relates is available only to, and may be engaged only with, Relevant Persons.

This announcement is not an advertisement within the meaning of the Prospectus Regulation and does not constitute a prospectus within the meaning of the Prospectus Regulation and has not been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten) or any other European supervisory authority.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on the markets in financial instruments, as amended (MiFID II); (b) Articles 9 and 10 of the 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" (within the meaning of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Shares subject to the Offering have been subject to a product approval process, which has determined that such New Shares 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" (within the meaning of the MiFID II Product Governance Requirements) should note that: the price of New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in New Shares 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 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 New Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.

None of ABN AMRO or any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this press release (or whether any information has been omitted from the press release) or any other information relating the Company or any of their 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 this press release or its contents or otherwise arising in connection therewith. Accordingly, ABN AMRO disclaims, to the fullest extent permitted by applicable law, any and all liability, whether arising in tort or contract or that it might otherwise be found to have in respect of this announcement and/or any such statement.

Each of the Company, ABN AMRO and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this press release.

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