Steenord Corp. announces the final outcome of the mandatory public offer to the shareholders in Agrokultura
This press release may not, directly or indirectly, be distributed or published in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or United States. The offer is not being made to (and acceptance will not be accepted from) persons in those countries or elsewhere where participation requires further documentation, filings or other measures in addition to those required by Swedish law.
On 28 August 2014, Steenord Corp. (“Steenord”) announced a mandatory public offer to the shareholders in Agrokultura AB (publ) (“Agrokultura”) to acquire all outstanding shares in Agrokultura for SEK 4.50 per share (the “Mandatory Offer”). All conditions for the Mandatory Offer were waived on 15 September 2014, when Steenord declared that the Mandatory Offer was wholly unconditional and that it would be completed. The extended acceptance period in the Mandatory Offer expired on 17 November 2014.
By the end of the extended acceptance period, the Mandatory Offer has been accepted by shareholders representing a total of 63,816,105 shares in Agrokultura, corresponding to approximately 43.63% of the total number of shares and votes in Agrokultura (based on the new number of shares and votes after registration of the directed share issue carried out by Agrokultura on 31 October 2014). Prior to the announcement of the Mandatory Offer, Steenord held 48.26% of the shares in Agrokultura.
As previously disclosed, Steenord has sold 59,264,799 shares to Magna Investments Limited (“Magna”). In addition, Steenord has sold another 5,528,953 shares in Agrokultura to Magna. Moreover, Steenord has subscribed for 5,696,425 shares in a directed share issue in Agrokultura, carried out by Agrokultura on 31 October 2014 to repay a number of promissory notes in accordance with what is further described in Steenord’s press release as of 29 October 2014.
As of 21 November 2014, Steenord thus holds 71,803,842 shares in Agrokultura, corresponding to approximately 49.09% of the shares and the votes in Agrokultura. Magna holds 68,285,714 shares in Agrokultura, corresponding to approximately 46.69% of the shares and votes in Agrokultura, of which 2.39% of the shares in Agrokultura have been purchased by Magna in the market at a price per share not exceeding SEK 4.50. Steenord has not acquired any shares in Agrokultura outside the Mandatory Offer, except for what has been stated above about subscription of shares in Agrokultura’s directed share issue.
Together, Steenord and Magna hold 95.78% of the shares and votes in Agrokultura.
Steenord and Magna may purchase further shares in Agrokultura in the market.
Settlement in respect of the shareholders who have accepted the Mandatory Offer during the extended acceptance period is expected to commence on 24 November 2014.
As Steenord, together with the shareholding of Magna, holds almost 96% of the shares in Agrokultura, Steenord has concluded that there are no longer prospects for a well-functioning market for Agrokultura’s share. Hence, Steenord intends to promote delisting of Agrokultura’s shares from Nasdaq First North.
Shareholders shall note that due to Steenord’s sale of shares to Magna, there are currently not legal conditions to initiate a compulsory acquisition of the remaining shares in Agrokultura in accordance with the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)).
Hence, to allow shareholders to dispose of their shares in Agrokultura, Steenord intends to promote that delisting of Agrokultura from Nasdaq First North takes place at the earliest by the year-end 2014.
Road Town, 21 November 2014
The Board of Directors
Steenord discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for publication on 21 November 2014 at 8.30 (CET).
For questions, please contact Achim Lukas, Steenord Corp., telephone: +34 632 368 469, e-mail: firstname.lastname@example.org
For more information about the Mandatory Offer, please visit https://www.avanza.se/avanzabank/kampanjer/cf/2014/prospekt/index.html.
The Mandatory Offer is not being made to persons whose participation in the Mandatory Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations.
This press release and any related offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Any such action will not be permitted or sanctioned by Steenord. Any purported acceptance of the Mandatory Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Mandatory Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States, and the Mandatory Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Accordingly, this press release and any related offer documentation are not being and should not be mailed or otherwise distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.
Steenord will not deliver any consideration from the Mandatory Offer into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States must not forward this press release or any other document received in connection with the Mandatory Offer to such persons.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the language versions, the Swedish version shall prevail.