Roemer Capital announces invitation to voluntary tender to certain holders of Nebius Group N.V. Class A Ordinary Shares (ISIN: NL0009805522; Bloomberg: NBIS US) (TERMINATED ON 18/10/2024)

NOT FOR RELEASE, PUBLICATION DISTRIBUTION OR USE, IN WHOLE OR IN PART, BY, IN, INTO FROM OR TO ANY JURISDICTION OR PERSON WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF LAW OR REGULATION

THE INVITATION TO VOLUNTARY TENDER WILL EXPIRE AT 16:00 UTC ON 12 DECEMBER 2024.

Roemer Capital (Europe) Limited is inviting certain holders of Nebius Group N.V. Class A Ordinary Shares (ISIN: NL0009805522, CUSIP: N97284108, SEDOL: B5BSZB3, Bloomberg: NBIS US) (“Shares”) to tender for the sale of up to 10,300,000 units of Shares for cash at a purchase price of USD 9.72 per 1 Share, subject to the terms and conditions set forth in the Tender Documents specified below..

Tender Documents:
Invitation to Voluntary Tender (“Memorandum”)
Template Tender Instruction
Termination notice

THE INFORMATION CONTAINED HEREIN AND IN THE TENDER DOCUMENTATION IS ADDRESSED EXCLUSIVELY TO “ELIGIBLE SELLERS” (AS DEFINED IN SECTION 3 OF THE MEMORANDUM) AND THEIR AUTHORISED REPRESENTATIVES AND AGENTS.

NEITHER THIS ANNOUNCEMENT NOR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL THE SHARES (AND TENDERS OF SHARES FOR PURCHASE PURSUANT TO THE INVITATION TO TENDER WILL NOT BE ACCEPTED FROM ELIGIBLE SELLERS) IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

ROEMER CAPITAL (EUROPE) LIMITED
Notice of Termination of Invitation to Voluntary Tender to certain holders of Nebius Group N.V. Class A Ordinary Shares, ISIN: NL0009805522, CUSIP: N97284108, SEDOL: B5BSZB3, Bloomberg: NBIS US (“Shares”)

This notice of termination is given pursuant to Section 8 of the Invitation to Voluntary Tender Memorandum dated 16 October 2024 (the “Memorandum”). The Purchaser hereby irrevocably and unconditionally terminates the invitation to voluntary tender contemplated by the Memorandum.

FOR FURTHER INFORMATION

Roemer Capital (Europe) Limited
Georgiou Karaiskaki, 17
LIMASSOL BUSINESS CENTRE, Floor 4, Office 4
3032 Limassol
Cyprus
https://roemercapital.com/news/nbis/
nebius@roemercapital.com

Bloomberg EMSX ID: ROME