SBB’s mandatory offer to the shareholders of Amasten – the acceptance rate, including shares controlled by SBB, amounts to 93.4 percent of the votes
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). On 27 December 2021, it was announced that SBB expedited settlement to those accepting the Offer. The second payment of consideration is expected to commence on 14 January 2022 to shareholders of ordinary shares of class A and preference shares of class B in Amasten who accepted the Offer no later than 15.00 CET on 11 January 2022. Up to and including this time, acceptances corresponding to 1.8 percent of the shares and votes in Amasten have been received.
As of the date of this press release, SBB owns in addition 406,157,756 ordinary shares of class A and 21,000 preference shares of class B. This corresponds to 54.0 percent of the share capital and 54.1 percent of the votes of Amasten. In addition, SBB has a financial exposure to 291,803,713 ordinary shares of class A in Amasten via total return swaps (TRS) and share lending. Taking the number of ordinary shares of class A that SBB has a financial exposure towards and the number of acceptances into account, it corresponds to 93.3 percent of the share capital and 93.4 percent of the votes of Amasten.
The acceptance period for the Offer expires on 18 January 2022 at 15.00 CET. Around 24 January 2022 the ordinary payment of consideration is expected to commence to shareholders of ordinary shares of class A and preference shares of class B in Amasten having accepted the Offer within the acceptance period.
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.
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 12 January 2022, 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.