Peutinger AB owns 99.66 per cent of the shares in Internationella Engelska Skolan following completion of the public offer
THIS PRESS RELEASE IS NOT AN OFFER, WHETHER DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER PURSUANT TO LEGISLATION AND REGULATIONS IN SUCH RELEVANT JURISDICTION WOULD BE PROHIBITED BY APPLICABLE LAW. SHAREHOLDERS NOT RESIDENT IN SWEDEN WHO WISH TO ACCEPT THE OFFER (AS DEFINED BELOW) MUST MAKE INQUIRIES CONCERNING APPLICABLE LEGISLATION AND POSSIBLE TAX CONSEQUENCES. SHAREHOLDERS SHOULD REFER TO THE OFFER RESTRICTIONS INCLUDED IN THE SECTION TITLED “IMPORTANT INFORMATION” AT THE END OF THIS PRESS RELEASE AND THE OFFER DOCUMENT PUBLISHED ON PEUTINGER AB’S WEBSITE (WWW.SCHOOL-OFFER.COM). SHAREHOLDERS IN THE UNITED STATES SHOULD ALSO REFER TO THE SECTION TITLED “SPECIAL NOTICE TO SHAREHOLDERS IN THE UNITED STATES” AT THE END OF THIS PRESS RELEASE.
On 25 September 2020, Peutinger AB (“Peutinger”) announced a mandatory cash offer to the shareholders in Internationella Engelska Skolan i Sverige Holdings II AB (publ) (“IES”) to acquire all outstanding shares in IES (the “Offer”). Prior to the outcome of the initial acceptance period in the Offer on 2 November 2020, Peutinger increased the price in the Offer from SEK 77.04 to SEK 82 in cash per share in IES and extended the acceptance period in the Offer up to and including 15:00 (CET) on 17 November 2020. Peutinger has since then further extended the acceptance period in the Offer up to and including 15:00 (CET) on 25 November 2020. On 10 November 2020, Peutinger announced that it owns more than 90 per cent of the shares in IES and has initiated compulsory redemption of the remaining shares and proposed delisting of IES’ shares from Nasdaq Stockholm. The board of directors of IES has since announced that it has resolved to apply for delisting of IES’ shares from Nasdaq Stockholm and that the last day of trading in IES’ shares will be 4 December 2020.
The Offer is now completed. The shares tendered in the Offer as of the end of the additional acceptance period on 25 November 2020 amounts to in aggregate 2,883,574 shares in IES, corresponding to approximately 7.20 per cent of the total number of shares and votes in IES. This, together with additional shares acquired by Peutinger outside the Offer, entails that Peutinger now owns a total of 39,913,402 shares in IES, corresponding to approximately 99.66 per cent of the total number of shares and votes in IES. Settlement of the shares tendered in the Offer during the additional extended acceptance period is expected to commence on or around 2 December 2020. Pursuant to the obligation under the Nasdaq Stockholm takeover rules to procure fair treatment of participants in long-term incentive plans, Peutinger will offer the participants in IES’ long-term incentive plan to sell their share warrants in IES to Peutinger at a price per share warrant of SEK 7.81 as calculated pursuant to the Black-Scholes valuation model.
Availability of documents relating to the Offer
The offer document in Swedish and English and other information about the Offer are available at Peutinger’s website (www.school-offer.com) and Carnegie’s website (www.carnegie.se).
Contacts and further information
Lina Björkman, Fogel & Partners, +46 700 44 04 42
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
The information in this press release was submitted for publication on 26 November 2020 at 16:45 (CET).
Important information
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law, by use of mail or any other communication 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 securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland must not forward this press release or any other document received in connection with the Offer to such persons.
The Offer and the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and 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 Peutinger. Any such forward-looking statements speak only as of the date on which they are made and Peutinger 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.
Carnegie Investment Bank AB (publ) and Nordea Bank Abp, filial i Sverige, are not responsible to anyone other than Peutinger for advice in connection with the Offer.
Special notice to shareholders in the United States
The Offer described in this press release is made for the issued and outstanding shares of IES, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. Shareholders in the United States are advised that the shares of IES are not listed on a U.S. securities exchange and that IES is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Offer is made in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Exchange Act, subject to exemptions provided by Rule 14d – 1(d) under the U.S. Exchange Act for a Tier II tender offer (the “Tier II Exemption”), and otherwise in accordance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, settlement procedures, waiver of conditions and timing of payments, which are different from those applicable under U.S. domestic tender offer procedures and law. Holders of the shares of IES domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.
For the avoidance of doubt, Nordea Bank Abp, filial i Sverige, is not registered as a broker or dealer in the United States of America and will not be engaging in direct communications relating to the Offer with investors located within the United States of America (whether on a reverse inquiry basis or otherwise).
IES’s financial statements and all financial information included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles. The Offer is made to the U.S. Holders on the same terms and conditions as those made to all other shareholders of IES to whom an offer is made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method pursuant to which such documents are provided to IES’s other shareholders.
As permitted under the Tier II Exemption, the settlement of the Offer is based on the applicable Swedish law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The Offer, which is subject to Swedish law, is being made to the U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier II Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.
It may be difficult for IES’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since IES and Peutinger are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. IES’s shareholders may not be able to sue IES or Peutinger or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel IES or Peutinger and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, Peutinger and its affiliates or its brokers and its brokers’ affiliates (acting as agents for Peutinger or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of IES outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to Peutinger may also engage in ordinary course trading activities in securities of IES, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither Peutinger nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.