ETIB HOLDING ENDS THE OFFER TO THE SHAREHOLDERS AND HOLDERS OF CONVERTIBLE NOTES IN NORDIC SERVICE PARTNERS HOLDING AB
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.
Press release
21 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[1] (“Beckett SEC”) and Amcon Invest ApS[2] (“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”). On 6 April 2016, Etib Holding declared the Offer unconditional and extended the acceptance period for the Offer. The extended acceptance period for the Offer ended on 20 April 2016.
During the extended acceptance period, a total of 320,343 B-shares have been tendered in the Offer, corresponding to approximately 2.6 per cent of the shares and votes in the NSP.
In connection with the Offer being declared unconditional Etib Holding acquired Amcon’s 3,540,758 B-shares in NSP, representing approximately 29.2 per cent of the shares and votes in the Company, outside of the Offer, and together with all of the shares that have been tendered in the Offer, Etib Holding holds a total of 125 A-shares and 11,919,281 B-shares, corresponding to approximately 98.1 per cent of the shares and votes in the NSP.[3] Further, all holders of convertible notes in NSP have accepted the Offer. At the time of the announcement of the Offer neither Beckett SEC nor Etib Holding controlled any shares in NSP and has not acquired any shares outside of the Offer, besides the 3,540,758 B-shares in NSP acquired by Etib Holding from Amcon, as described above.
Settlement for shareholders who accepted the Offer during the extended acceptance period is expected to be commenced on or around 25 April 2016.
On 13 April 2016, Etib Holding called for compulsory acquisition of the remaining shares in NSP in accordance with the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) for the purpose of acquiring shares not tendered in the Offer. Etib Holding intends to 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 additional information, please contact:
For more information, please see: www.etib.se
For enquiries, please contact:
Anders Fogel
Telephone: +46 722 044 750
Email: anders.fogel@fogelpartners.se
This information was submitted for publication on 21 April 2016 at 07.30 (CET).
Important information
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.
[1] A company 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.
[2] A newly established company indirectly wholly-owned by Jeppe Droob, a member of NSP’s board of directors.
[3] Based on 375 A-shares and 12,144,726 B-shares, which is the total number of outstanding shares in NSP.