The potential Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction in which the making of the potential Offer, the distribution of this press release or the acceptance of any tender of shares in the potential Offer would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
On 18 November 2021, it was announced that Samhällsbyggnadsbolaget i Norden AB (publ) ("SBB") had entered into agreements to acquire in total 265,410,754 ordinary shares of class A in Amasten Fastighets AB (publ) ("Amasten") at a price of SEK 13.30 per ordinary share of class A. SBB today announces that SBB has entered into additional agreements to acquire in total 81,909,488 ordinary shares of class A in Amasten at a corresponding price per ordinary share of class A.
SBB has entered into an agreement with Eiendomsspar AS ("Eiendomsspar") to acquire Eiendomsspar's 63,909,488 ordinary shares of class A in Amasten, corresponding to 8.5 percent of the shares and votes in Amasten. The purchase price shall be paid in cash and corresponds to a total cash consideration of SEK 849,996,190.40. SBB has also entered into an agreement with Helene Sundt AS ("Helene Sundt") to acquire Helene Sundt's 18,000,000 ordinary shares of class A in Amasten, corresponding to 2.4 percent of the shares and votes in Amasten. The purchase price shall be paid in cash and corresponds to a total cash consideration of SEK 239,400,000. The transactions are expected to close on 30 November 2021.
Together with the agreed acquisitions which were announced on 18 November 2021, SBB has in total entered into agreements to acquire 347,320,242 ordinary shares of class A in Amasten, corresponding to 46.2 percent of the shares and votes in Amasten (the "Transactions").
As of today, SBB controls approximately 3 percent of the shares and votes in Amasten. In addition, 15 percent of the shares and votes in Amasten are held through a total return swap (TSR) for which SBB may exercise rights after the arrangement has been concluded. Taking this into account, and after all shares subject to the Transactions have been taken into possession, SBB will control approximately 64 percent of the shares and votes in Amasten. Amasten is listed on Nasdaq First North Premier Growth Market.
Taking possession of shares that entails that SBB achieves a shareholding representing at least three tenths of the voting rights of all shares in Amasten will, in accordance with the takeover rules for certain trading platforms (the "Takeover Rules"), trigger an obligation for SBB to make a public offer for the remaining shares in Amasten (the "Offer").
The Offer shall, in accordance with the Takeover Rules, be made within four weeks from the time the time when the obligation for SBB to make a public offer arose. When the Transactions have been completed, SBB will announce such completion and thereafter intends to make the Offer within the time limits stipulated in the Takeover Rules and in accordance with the provisions of the Takeover Rules.
For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, email@example.com
The information was submitted for publication, through the agency of the contact person set out above on 24 November 2021, at 08:00 CET.
This press release does not constitute an offer to buy or sell shares, nor does it constitute an invitation to offer to buy or sell shares.
The potential Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the potential Offer requires that an additional offer document be prepared or registration effected or that any other measures be taken in addition to those required under Swedish law.
The distribution of this press release and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, SBB disclaims any responsibility or liability for the violations of any such restrictions by any person.
This press release is not an offer for sale of securities in the United States. The shares to be delivered in connection with the potential Offer have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged, delivered or otherwise transferred in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. The potential Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares in the potential Offer would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
The acceptance period for the potential Offer has not commenced.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the potential Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of SBB. Any such forward-looking statements speak only as of the date on which they are made and SBB has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
Samhällsbyggnadsbolaget i Norden AB (publ) (SBB) is the Nordic region's leading property company in social infrastructure. The Company's strategy is to long term own and manage social infrastructure properties in the Nordics and rent regulated residential properties in Sweden, and to actively work with property development. Through SBB's commitment and engagement in community participation and social responsibility, municipalities and other stakeholders find the Company an attractive long-term partner. The Company's series B shares (ticker SBB B) and D shares (ticker SBB D) are listed on Nasdaq Stockholm, Large Cap. Further information about SBB is available at www.sbbnorden.se.
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