SBB controls 97.5 percent of the shares in Amasten and extends the acceptance period for the mandatory offer

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 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 would contravene applicable laws or regulations or require further registration documents, filings or other measures in addition to those required under Swedish law.

On 20 December 2021, Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB”) announced a mandatory public offer to the shareholders of Amasten Fastighets AB (publ) (“Amasten” and the “Offer”, respectively). The acceptance period for the Offer commenced on 21 December 2021 and expired 15.00 CET on 18 January 2022. Up to and including this time, acceptances corresponding to in total 6.0 percent of the shares and 5.9 percent of the votes in Amasten have been received. Acceptances made by shareholders of ordinary shares of class A and preference shares of class B after 15.00 CET on 11 January 2022 corresponds to 4.2 percent of the share capital and 4.1 percent of the votes of Amasten, and payment of consideration to these shareholders is expected to commence around 24 January 2022.

As of the date of this press release, SBB owns 701,796,170 ordinary shares of class A and 56,238 preference shares of class B. This corresponds to 93.3 percent of the share capital and 93.4 percent of the votes of Amasten. Taking into account the number of ordinary shares of class A and preference shares of class B that SBB owns and acceptances which have been received after 15.00 CET on 11 January 2022, SBB controls in total 97.5 percent of the share capital and the votes of Amasten.

To allow for the remaining shareholders to accept the Offer, SBB extends the acceptance period up to 15.00 CET on 4 February 2022. Payment of consideration to shareholders of ordinary shares of class A and preference shares of class B in Amasten having accepted the Offer within the extended acceptance period is expected to commence around 10 February 2022.

The dates set out above apply to acceptances made by directly registered shareholders. Nominee registered shareholders are requested to observe the instructions from each respective nominee. SBB will also continuously acquire shares in the market for a maximum of SEK 13.30 per ordinary share of class A and a maximum of SEK 350 per preference share of class B in Amasten for shareholders wishing to sell shares outside of the Offer.

SBB reserves the right to additionally extend the acceptance period for the Offer. Should an additional extension of the acceptance period be resolved, there will however be no delay in payment of consideration to those who have already accepted the Offer.

SBB intends to initiate a compulsory acquisition procedure under the Swedish Companies Act to acquire all shares not tendered in the Offer or acquired in the market. In addition, SBB intends to promote a de-listing of the shares of Amasten from Nasdaq Stockholm First North Premier Growth Market.

For further information, please contact:

SBB
Marika Dimming, Investor Relations and Head of Sustainability
Telephone: +46 70-251 66 89
E-mail: ir@sbbnorden.se

The information was submitted for publication, through the agency of the contact person set out above on 19 January 2022, at 11:15 CET.

Important information

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.

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 Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional registration 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 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 would contravene applicable laws or regulations or require further registration documents, filings or other measures in addition to those required under Swedish law.

The Offer, 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”). 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 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 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.