VELCAN HOLDINGS: AMENDMENT OF THE SHARE BUYBACK PROGRAMME LAUNCHED ON 13th MARCH 2020

PRESS RELEASE

Luxembourg, 17^th September 2020.

VELCAN HOLDINGS:
AMENDMENT OF THE SHARE BUYBACK PROGRAMME LAUNCHED ON 13^th MARCH 2020

In continuity with the previous share buyback programmes, the Board of Directors has decided on 13^th March 2020 to initiate a buyback program, the purpose of which is to buy 300,000 shares of the Company from shareholders wishing to sell them at current market conditions, but not finding sufficient liquidity, in view of their cancellation.

To date, as part of the program launched March 13, 2020, the Company has bought back a total of 112,104 shares at a weighted average price of 4.85 euros per share and for a total amount of 543,879 euros in accordance with the description of the buyback program published on March 13, 2020 and the resolutions of the General Meetings of shareholders on June 28, 2017 and July 28, 2017. A balance of 187,896 shares remains to be bought back.

Taking into account the price and liquidity levels that have occurred since the end of March 2020, the Board of Directors has decided to amend the maximum purchase price per shares to 7 euros, again with the aim of buying shares of the Company from shareholders wishing to sell them under current market conditions, but not finding sufficient liquidity, with a view to their cancellation,

This document describes the share buyback programme authorized by the Shareholder’s general meeting dated 28th June 2017, of which the implementation has been decided by the Board of Directors meeting dated March 13, 2020, as amended by the Board of Director on September 16, 2020.

      1.      Date of the Shareholders’ General Meeting which has authorized the buyback programme

The Company's authorization to buy back its own shares was given by the Shareholders' General Meeting of June 28^th, 2017 (8^th resolution). It is implemented for this programme by decisions of the Board of Directors dated 13^th March 2020 and 16^th September 2020.

      2.      Break-up by objectives of the shares held as of date

As of 13^th March 2020, the Company held 393 125 own shares, representing 6.74% of the share capital, of which the break-up by objective was the following:

As of 16^th September 2020, date of this amendment, and taking into account the cancellation of 278,500 shares and the repurchases carried out since 13^th March 2020, the Company owns 226,730 shares, being 4.08% of the capital, of which the break-up by objective was the following:

      3.      Programme objectives

The purpose of the buyback programme is to buy back shares of the Company in view of their cancellation or to cover for new grants of free shares.

      4.      Maximum share of the capital, maximum number of shares, characteristics of shares to be acquired, maximum acquisition price and other terms

In accordance with the limits voted in the 8^th resolution of the Shareholder’s General Meeting of 28^th June 2017, and taking into account the buybacks made since 13^th March 2020, the 13^th March 2020 buyback program as amended will be implemented under the following conditions from this day:

1. The Company may acquire, as of date, a maximum number of 187,896 shares representing 3.38% of the current share capital;¹
2. the acquisition price per share will be equal to the market price on the day of the acquisition, including in the case of block transactions that may be carried out in the market or over the counter;
3. the maximum purchase price per share is seven euros (EUR 7), excluding acquisition costs;
4. in view of the above, the maximum total amount that the Company may allocate, from today, to the buyback of its own shares under the 13^th March 2020 program, as amended, shall not exceed 1,315,272.00 Euros, excluding acquisition costs;²
5. the Company's shares are ordinary shares, all of the same class, (ISIN FR0010245803);
6. the acquisitions will be carried out by an independent investment services provider who will be entrusted with the task of implementing the buyback programme, in the name and on behalf of the Company, according to market conditions.
    
7. Duration of the programme

12 months from 13^th March, 2020, in accordance with the authorization given at the Shareholder’s General Meeting of June 28^th, 2017, i.e. no later than 12^th March, 2021 included.

6. Other information  
    
   • Liquidity contract : there is no ongoing liquidity contract as of the date of this descriptive;
   • The Company will not use derivative products as part of this programme;

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Investor Relations Contact                                         investor@velcan.lu

About Velcan:

Velcan Holdings is a Luxemburg headquartered investment holding company founded in 2005, operating as an independent power producer in emerging countries and managing a global portfolio of financial assets.

The company owns and operates a 15MW hydro power plant in Brazil that it developed and built in 2009. The company is developing a cascade of hydropower concessions located in India and totalling 571 MW.

Hydropower concessions provide long periods of cash generation but their development outcome is uncertain and many years are needed to bring these projects to maturity in emerging countries: it involves field studies in remote places, obtaining the necessary authorizations and permits, and land acquisition in political and regulatory environments that can be unstable or heavily hampering. Meanwhile Velcan Holdings actively manages its treasury, investing in listed and unlisted financial instruments.

Velcan Holdings’ headquarters are in Luxemburg, with administrative and financial offices in Singapore and Mauritius. The team dedicated to the development of the Indian hydropower cascade is based in New Delhi and at the project site (Arunachal Pradesh). The team dedicated to the Rodeio Bonito plant is based in Sao Paulo and Chapeco (Santa Catarina State).

The company was launched more than 15 years ago by its reference shareholder Luxembourg Hydro Power SA, owned by Velcan Holdings’ management team.

Velcan Holdings is listed on the Euro MTF Stock Market in Luxembourg (Ticker VLCN/ISIN FR0010245803).

Velcan Holdings never performed any Public Offer as understood under Directive 2003/71/CE of the European Parliament and Council.

Disclaimer

This press release contains prospective information about the potential of the projects in progress and/or of the projects of which the development has begun. This information constitutes objectives attached to projects and shall not be construed as direct or indirect net income forecast of the concerned year. Reader’s attention is also drawn on the fact that the performance of these objectives depends on future circumstances and that it could be affected and/or delayed by risks, known or unknown, uncertainties, and various factors of any nature, notably related to economic, commercial or regulatory conjuncture, which occurrence could be likely to have a negative impact on future activity and performances of the Group.

This announcement does not constitute a public offering (“offre au public”) nor an invitation to the public or to any qualified investor in connection with any offering. This announcement is not an offer of securities in the United States of America or in any other jurisdiction/country.

¹ The 187,896 shares represent the balance of shares to be bought back under the March 13^th program, out of an initial total of 300,000 shares, taking into account the 112,104 shares already bought back.

² Taking into account the purchases already made, the maximum total amount to be allocated to the repurchase of own shares within the framework of the buyback program of March 13^th as a whole, as amended, shall not exceed 1,859,151 euros, excluding acquisition costs;

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