ETIB HOLDING DECLARES THE OFFER TO THE SHAREHOLDERS AND HOLDERS OF CONVERTIBLE NOTES IN NSP WHOLLY UNCONDITIONAL AND EXTENDS THE ACCEPTANCE PERIOD
The 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 or convertible notes be accepted from or on behalf of holders in, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares or convertible notes would contravene applicable laws or regulations or require further offer documents, filings or other actions in addition to those required under Swedish law.
6 April 2016
By way of a press release on 29 February 2016 Etib Holding II AB (”Etib Holding”), indirectly jointly owned by Beckett SEC Ltd (“Beckett SEC”) and Amcon Invest ApS (“Amcon”), announced a recommended public cash offer to the shareholders and holders of convertible notes in Nordic Service Partners Holding AB (publ) (“NSP” or the “Company”) to tender all shares and convertible notes in NSP to Etib Holding (the “Offer”).
- The Offer has been accepted to such extent that Etib Holding after completion of the Offer, and together with the shares currently held by Amcon, will become the owner of approximately 95.5 per cent of the shares and votes in NSP.
- Etib Holding has decided to complete the Offer and all of the conditions for the completion of the Offer have thus been met.
- Etib Holding extends the acceptance period for the Offer to and including 20 April 2016 to allow remaining shareholders to accept the Offer.
“We are very pleased that so many of the shareholders of Nordic Service Partners and all holders of convertible notes in the Company have accepted our offer. We now extend the offer to April 20 in order to allow remaining shareholders the opportunity to accept”, says Niclas Gabrán (managing partner of Ventiga Capital Partners LLP).
Amcon is the largest shareholder in NSP and held, prior to the announcement of the Offer, 3,540,758 B-shares, corresponding to approximately 29.2 per cent of the shares and votes in the Company. At the time of the announcement of the Offer neither Beckett SEC nor Etib Holding controlled any shares in NSP.
As of 4 April 2016, 125 A-shares and 8,058,180 B-shares have been tendered in the Offer, corresponding to approximately 66.35 per cent of the shares and votes in NSP. Further, all holders of convertible notes in NSP have accepted the Offer.
Amcon will following completion of the Offer transfer all its shares in NSP to Etib Holding, where after Etib Holding will hold 125 A-shares and 11,598,938 B-shares corresponding to approximately 95.5 per cent of the shares and votes in NSP. Beckett SEC and Amcon have committed to enter into a long-term shareholders’ agreement with respect to their indirect equal ownership in Etib Holding and NSP, whereby they have committed to take a long-term mutual approach and coordinate the voting rights in NSP for the purpose of obtaining a decisive influence over the management of the Company.
In order to enable shareholders who have not yet accepted the Offer to tender their shares to Etib Holding, the acceptance period for the Offer is extended to and including 20 April 2016 at 15.00 (CET). Settlement for shareholders who have already accepted the Offer will be made on or around 13 April 2016. Settlement for shareholders who accept the Offer during the extended acceptance period is expected to be commenced on or around 26 April 2016. Etib Holding may acquire shares in NSP in the market during the extended acceptance period.
Following completion of the extended acceptance period, Etib Holding intends to call for compulsory acquisition of the remaining shares in NSP in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) and act to have the NSP B-shares delisted from Nasdaq Stockholm.
Information to the holders of the NORDIC SERVICE PARTNERS HOLDING AB (PUBL) SENIOR SECURED CALLABLE FLOATING RATE BONDS 2014/2019 (ISIN: SE0005994217) issued by NSP will follow.
For a comprehensive description of the Offer, including terms, conditions and instructions for participation in the Offer, please refer to the offer document and the acceptance form for the Offer, which are provided on www.etib.se and www.paretosec.com.
Directly registered shareholders who wish to accept the Offer shall sign and send the acceptance form by mail to:
Pareto Securities AB
SE-103 91 Stockholm
Please note that the acceptance form must be received by Pareto Securities no later than 15.00 (CET) on 20 April 2016. Acceptance from shareholders in NSP whose shares are nominee registered shall be made in accordance with instructions from the nominee.
For additional information, please contact:
For more information about the offer, please see: www.etib.se
For enquiries, please contact:
Telephone: +46 722 044 750
This information was submitted for publication on 6 April 2016 at 07.45 (CET).
The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. This press release and any documentation relating to the Offer 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 Etib Holding. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America. Accordingly, this press release and any documentation relating to the Offer are not being and should not be mailed or otherwise distributed, forwarded or sent into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America. Etib Holding will not deliver any consideration from the Offer into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the United States of America.
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 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 Etib Holding and NSP.
 A company to be jointly owned by the partners of Ventiga Capital Partners LLP and LGT funds, inter alia, Crown Co-investment Opportunities plc, managed by LGT Capital Partners Ltd.
 A newly established company indirectly wholly-owned by Jeppe Droob, a member of NSP’s board of directors.
 Based on 375 A-shares and 12,144,726 B-shares, which is the total number of outstanding shares in NSP.