SBB’s mandatory offer to the shareholders of Amasten – SBB expedites settlement to shareholders accepting the offer and announces that SBB controls of 90.8 percent of the votes of Amasten

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.

Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB”) today informs that SBB expedites settlement to shareholders of Amasten Fastighets AB (publ) (“Amasten”) accepting SBB’s mandatory public offer to the shareholders of Amasten (the “Offer”). Settlement before the expiry of the acceptance period will be, for ordinary share of class A in Amasten (“Ordinary Shares”), on 7 January 2022 and, for both Ordinary Shares and preference shares of class B in Amasten (“Preference Shares”), on 14 January 2022.

On 20 December 2021, SBB announced a mandatory public offer to the shareholders of Amasten. The acceptance period for the Offer commenced on 21 December 2021 and expires on 18 January 2022. On 21 December 2021, SBB announced that the condition of the Offer had been fulfilled through the received clearance from the Swedish Competition Authority, whereby the Offer became unconditional.

In accordance with the terms and conditions of the offer document published on 20 December 2021, the consideration to the shareholders of Amasten will be SEK 13.30 in cash per Ordinary Share and SEK 350 in cash per Preference Share, with scheduled payment of the consideration around 24 January 2022. In order to enable shareholders in Amasten accepting the Offer to receive consideration as soon as possible, SBB today announces that SBB will expedite settlement for shareholders accepting the Offer during the acceptance period in accordance with the following.

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 and a maximum of SEK 350 per Preference Share for shareholders wishing to sell shares outside of the Offer or during 2021.

SBB’s shareholding in Amasten

As of the date of this press release, SBB owns 390,380,562 Ordinary Shares and 21,000 Preference Shares. This corresponds to 51.9 percent of the share capital and 52.0 percent of the votes of Amasten. In addition, SBB has a financial exposure to 291,803,713 Ordinary Shares in Amasten via total return swaps (TRS) and share lending. Taking the number of Ordinary Shares that SBB has a financial exposure towards into account, it corresponds to 90.7 percent of the share capital and 90.8 percent of the votes of Amasten.

SBB may acquire, or take measures to acquire, shares or other securities in Amasten in other ways than through the Offer. Information on such acquisitions or measures will be announced in accordance with applicable rules.

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 27 December 2021, at 08:00 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.