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This is a press release by Intertrust N.V. ("Intertrust" or the "Company") in connection with the recommended public offer (the "Offer") by CSC (Netherlands) Holdings B.V. (the "Offeror" or "CSC") for all the issued and outstanding ordinary shares in the capital of Intertrust. This announcement does not constitute an offer, or any solicitation of any offer, to buy or subscribe for any securities in Intertrust. Any offer will be made only by means of the offer memorandum dated 31 March 2022 (the “Offer Memorandum”) approved by the Dutch Authority for Financial Markets (Stichting Autoriteit Financiële Markten). This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, the United States, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. Capitalized terms not defined in this press release have the same meaning as given thereto in the Offer Memorandum.
Intertrust AGM approved all resolutions, including those in relation to the recommended public offer by CSC
Amsterdam, the Netherlands – 31 May 2022 – Intertrust N.V. (“Intertrust” or “Company”) [Euronext: INTER], a global leader in providing tech-enabled corporate and fund solutions to clients operating and investing in international business, announces that at the Annual General Meeting of Shareholders of 31 May 2022 (the “AGM”), all resolutions were adopted, including the resolutions in connection with the recommended public Offer by CSC. With the approvals received today, another key milestone in the Offer process has been reached.
At the AGM, 55.50% of the total issued share capital was represented. The minimum acceptance level threshold has been reduced to 80%, from 95% as a result of the adoption of the Asset Sale and Liquidation Resolutions. Reference is made to section 6.6 of the Offer Memorandum.
Intertrust and CSC continue to work constructively to satisfy all other Offer Conditions and are making timely progress. All applications for the Regulatory Clearances [as set forth in the Offer Memorandum] have been filed and approval has been obtained from the regulators in Guernsey, Hong Kong, and the United Arab Emirates. CSC and Intertrust anticipate that Settlement of the Offer will take place in H2 2022. Furthermore, as announced on 30 May 2022, the initial Offer Period (ending on 10 June 2022) has been extended by 10 weeks (thus ending on 19 August 2022 at 17:40 CET).
The voting results of the AGM will be published on the Investor Relations section of the Intertrust website www.intertrustgroup.com. Draft minutes of the AGM will be published no later than three months after the end of the meeting.
The information in this press release is not intended to be complete. More information about the Offer can be found in the Offer Memorandum and the Position Statement, which can be found on the Intertrust website www.intertrustgroup.com/investors/offer-for-intertrust.