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Results of Venetus' proposed placing of shares in Theon International to strengthen the free float and liquidity of the stock

Results of Venetus' proposed placing of shares in Theon International to strengthen the free float and liquidity of the stock

Business Upturn04-06-2025
By GlobeNewswire Published on June 4, 2025, 17:18 IST
PRESS RELEASE
Bloomberg (THEON:NA) / Reuters (THEON.AS)
4 June 2025 – Theon International Plc ('Theon' or the 'Company') has been informed that its shareholder Venetus Limited ('Venetus') (whose shares are primarily held by key executives of Theon Group and Theon CEO, Christianos Hadjiminas), has successfully completed the sale of approximately 3.73 million shares in Theon equal to approximately 5.3% of the share capital of the Company (the 'Placing'). The final deal was upsized from initial indications.
The Company will not receive any proceeds from the Placing. Venetus' aim is to increase the free float of the Company and subsequently improve liquidity of Theon shares. In connection with the transaction, Berenberg and UBS Europe SE acted as Joint Global Coordinators and Joint Bookrunners, while WOOD & Company Financial Services A.S. is acting as Co-Bookrunner, and Marex SA and Pantelakis Securities SA are acting as Co- Lead Managers.
Following the settlement of the Placing, Venetus and CHRE Investment Limited ('CHRE') (a legal entity controlled by Mr. Christianos Hadjiminas) will hold approximately 70.0% of the share capital of the Company and the free float will increase to 30.0%.
The Placing, carried out through an accelerated bookbuilding process, was priced at Euro 31.1 per share and will be settled by delivery of shares against payment of the consideration on 6 June 2025.
Pursuant to the lock-up undertaking for the Placing, Venetus and CHRE will be subject to a 90-day lock-up period with respect to sales of additional shares of the Company, subject to customary exceptions.
Berenberg and UBS Europe SE waived the lock-up undertaking of the Venetus related to the placing executed earlier this year, commencing on 14 March 2025 and ending 90 days thereafter.
Christian Hadjiminas, CEO and Founder of Theon commented: 'We are very satisfied with the successful outcome of our recent placement and the strong interest demonstrated by both existing and new investors. The multiple times oversubscription, with almost double the demand compared to the previous placement, underscores the continued confidence the global investment community places in Theon. We believe the increased free float will enhance trading liquidity and support our positive market momentum. We remain committed to executing our long-term growth strategy and increasing shareholder value'.
For inquiries, please contact:
About THEON GROUP
THEON GROUP of companies develops and manufactures cutting-edge night vision and thermal Imaging systems for Defense and Security applications with a global footprint. THEON GROUP started its operations in 1997 from Greece and today occupies a leading role in the sector thanks to its international presence through subsidiaries and production facilities in Greece, Cyprus, Germany, the Baltics, the United States, the Gulf States, Switzerland, Denmark, Belgium, Singapore and South Korea. THEON GROUP has more than 200,000 systems in service with Armed and Special Forces in 71 countries around the world, 26 of which are NATO countries. ΤΗΕΟΝ ΙΝΤΕRNATIONAL PLC has been listed on Euronext Amsterdam (AMS: THEON) since February 2024.
www.theon.com
Attachment Venetus Placement Results Press Release
Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same.
GlobeNewswire provides press release distribution services globally, with substantial operations in North America and Europe.
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This press release and its supplementary information do not contain all the Company's financial information and the Company's consolidated financial statements and corresponding notes for the period are available on the Company's website. 1H2025 (In millions of $) Colombia Ecuador Brazil Other (a) Total Adjusted EBITDA 161.3 5.3 (2.4 ) (4.8 ) 159.5 Depreciation (56.6 ) (4.1 ) (0.2 ) — (61.0 ) Write-offs (5.9 ) — — — (5.9 ) Impairment — (31.0 ) — — (31.0 ) Share based payment (0.4 ) (0.0 ) (0.0 ) (2.1 ) (2.6 ) Lease Accounting - IFRS 16 2.5 0.0 0.5 — 2.9 Others 0.4 (0.3 ) (0.6 ) (4.0 ) (4.4 ) OPERATING PROFIT (LOSS) 101.3 (30.1 ) (2.8 ) (10.9 ) 57.5 Financial costs, net (31.5 ) Foreign exchange charges, net (3.3 ) PROFIT BEFORE INCOME TAX 22.8 1H2024 (In millions of $) Colombia Ecuador Brazil Other (a) Total Adjusted EBITDA 238.9 6.5 (0.8 ) (5.2 ) 239.4 Depreciation (59.1 ) (3.0 ) (0.9 ) (0.0 ) (63.0 ) Write-offs (3.4 ) — — — (3.4 ) Share based payment (0.6 ) (0.0 ) (0.0 ) (2.6 ) (3.2 ) Lease Accounting - IFRS 16 3.2 0.0 0.5 — 3.6 Others 0.9 0.1 0.0 (0.3 ) 0.8 OPERATING PROFIT (LOSS) 179.9 3.6 (1.2 ) (8.0 ) 174.3 Financial costs, net (17.8 ) Foreign exchange charges, net 6.1 PROFIT BEFORE INCOME TAX 162.6 Expand (a) Includes Chile (in 1H2024), Argentina and Corporate business. Expand CONFERENCE CALL INFORMATION GeoPark management will host a conference call on Wednesday, August 6, 2025, at 10:00 am (Eastern Daylight Time) to discuss the 2Q2025 financial results. To listen to the call, participants can access the webcast located in the Invest with Us section of the Company's website at or by clicking below: Interested parties may participate in the conference call by dialing the numbers provided below: United States Participants: +1 404-975-4839 Global Dial-In Numbers: Passcode: 553033 Please allow extra time prior to the call to visit the website and download any streaming media software that might be required to listen to the webcast. An archive of the webcast replay will be made available in the Invest with Us section of the Company's website at after the conclusion of the live call. NOTICE Additional information about GeoPark can be found in the Invest with Us section of the website at Rounding amounts and percentages: Certain amounts and percentages included in this press release and its supplementary information have been rounded for ease of presentation. Percentage figures included in this press release and its supplementary information have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. In addition, certain other amounts that appear in this press release and its supplementary information may not sum due to rounding. This press release and its supplementary information contain certain oil and gas metrics, including information per share, operating netback, reserve life index and others, which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies. Such metrics have been included herein to provide readers with additional measures to evaluate the Company's performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods. CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION This press release and its supplementary information contain statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as ''anticipate,'' ''believe,'' ''could,'' ''expect,'' ''should,'' ''plan,'' ''intend,'' ''will,'' ''estimate'' and ''potential,'' among others. Forward-looking statements that appear in a number of places in this press release include, but are not limited to, statements regarding the intent, belief or current expectations, regarding various matters, including liability management initiatives, hedging of expected production, full year net leverage figures, strategic initiatives, growth and capital allocation, and the divestment transaction in Ecuador. Forward-looking statements are based on management's beliefs and assumptions, and on information currently available to the management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors. Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances, or to reflect the occurrence of unanticipated events. For a discussion of the risks facing the Company which could affect whether these forward-looking statements are realized, see filings with the U.S. Securities and Exchange Commission (SEC). Oil and gas production figures included in this press release and its supplementary information are stated before the effect of royalties paid in kind, consumption and losses. Annual production per day is obtained by dividing total production by 365 days. Non-GAAP Measures: The Company believes Adjusted EBITDA, free cash flow and operating netback per boe, which are each non-GAAP measures, are useful because they allow the Company to more effectively evaluate its operating performance and compare the results of its operations from period to period without regard to its financing methods or capital structure. The Company's calculation of Adjusted EBITDA, free cash flow, and operating netback per boe may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA: The Company defines Adjusted EBITDA as profit for the period before net finance costs, income tax, depreciation, amortization and certain non-cash items such as impairments and write-offs of unsuccessful exploration and evaluation assets, accrual of stock options and stock awards, unrealized results on commodity risk management contracts and other non-recurring events. Adjusted EBITDA is not a measure of profit or cash flow as determined by IFRS. The Company excludes the items listed above from profit for the period in arriving at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, profit for the period or cash flow from operating activities as determined in accordance with IFRS or as an indicator of our operating performance or liquidity. Certain items excluded from Adjusted EBITDA are significant components in understanding and assessing a company's financial performance, such as a company's cost of capital and tax structure and significant and/or recurring write-offs, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. For a reconciliation of Adjusted EBITDA to the IFRS financial measure of profit, see the accompanying financial tables and the supplementary information. Operating Netback per boe: Operating netback per boe should not be considered as an alternative to, or more meaningful than, profit for the period or cash flow from operating activities as determined in accordance with IFRS or as an indicator of the Company's operating performance or liquidity. Certain items excluded from operating netback per boe are significant components in understanding and assessing a company's financial performance, such as a company's cost of capital and tax structure and significant and/or recurring write-offs, as well as the historic costs of depreciable assets, none of which are components of operating netback per boe. The Company's calculation of operating netback per boe may not be comparable to other similarly titled measures of other companies.

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