SBB’s mandatory offer to shareholders in Amasten – SBB announces offer document
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 shareholders in, any jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of the Offer would contravene applicable laws or regulations or require further registration documents, filings or other measures in addition to those required under Swedish law.
On 18 November 2021, Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB” or the “Company”) announced acquisitions corresponding to approximately 35 percent of the shares and votes in Amasten Fastighets AB (publ) (“Amasten”). The completion of the acquisition entailed an obligation for SBB to announce a public offer regarding the remaining ordinary shares of series A and preference shares of series B in Amasten pursuant to the Takeover rules for certain trading platforms issued by the Swedish Corporate Governance Board (the “Takeover rules”). Today, SBB announced a mandatory public offer to the shareholders in Amasten (the “Offer”).
Offer document etc.
An offer document, containing such information that must be included in offer documents in accordance with the Takeover rules, has today been published (the “Offer Document”). The Offer Document (only available in Swedish) and an acceptance form are held available on the Company’s website (https://corporate.sbbnorden.se/en/section/amasten-offer/) and will also be held available on Swedbank’s website (www.swedbank.se/prospekt). A pre-printed acceptance form will be sent to shareholders in Amasten whose shares were directly registered in Amasten as of 20 December 2021.
The acceptance period commences on 21 December 2021 and expires on 18 January 2022. Settlement is expected to occur on 24 January 2022. SBB reserves the right to extend the acceptance period for the Offer and to postpone the settlement date. An extension of the acceptance period will not delay payment of consideration to those who already have accepted the Offer.
For further information, please contact:
SBB
Adrian Westman, Head of IR
Telephone: +46 73 509 04 00
E-mail: ir@sbbnorden.se
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.
The acceptance period of the Offer has not commenced.
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.