Compulsory Acquisition of Shares in Self Storage Group ASA
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Oslo, 6 December 2023 - Reference is made to the stock exchange announcement made on 30 November 2023 regarding settlement of the recommended voluntary offer (the “Offer”) by T-C Storage HoldCo AB (the “Offeror”) to acquire all of the issued and outstanding shares (the “Shares”) in Self Storage Group ASA (the “Company”, OSE: SSG) for NOK 40 per Share (the “Offer Price”). Following settlement of the Offer, the Offeror has acquired and holds a total of 93,842,482 Shares in the Company, equivalent to approximately 99.12% of the share capital and voting rights in the Company.
The board of directors of the Offeror has resolved, effective from after close of trading on Oslo Børs today, 6 December 2023, to carry out a compulsory acquisition of all remaining shares in the Company not owned by the Offeror, pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act and section 6-22 of the Norwegian Securities Trading Act. As a consequence, the Offeror has assumed ownership to all shares in the Company. The offered redemption price in the compulsory acquisition is NOK 40 per Share, equal to the Offer Price in the completed Offer (the “Redemption Price”).
Settlement of the Redemption Price is expected to occur as soon as possible, but in any event will take place no later than 20 December 2023. A notice regarding the compulsory acquisition will be sent to all former shareholders subject to the compulsory acquisition whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic notice service of the Norwegian Register of Business Enterprises (Norwegian: Brønnøysundregistrene).
Any objections to, or rejection of, the Redemption Price must be made at the latest by 23:59 (CET) on 12 February 2024. Former shareholders of the Company who do not object to, or reject, the Redemption Price within this deadline will be deemed to have accepted the Redemption Price.
As a consequence of the compulsory acquisition, the Offeror will pursue a delisting of the Company’s shares from Oslo Børs. A separate stock exchange announcement will be published regarding such delisting.
About the Offeror
The Offeror, T-C Storage HoldCo AB, is a private limited liability company incorporated and existing under the laws of Sweden with registration number 559324-6720 and registered address Kungsgatan 30, våning 7, 111 35 Stockholm, Sweden. The Offeror is an indirect wholly-owned subsidiary of Teachers Insurance and Annuity Association of America, and is advised by Nuveen Asset Management Europe S.à r.l.
Advisers
Arctic Securities is acting as financial advisor and Advokatfirmaet BAHR is acting as legal advisor for the Offeror. ABG Sundal Collier is acting as financial advisor and Advokatfirmaet Schjødt is acting as legal advisor for the Company.
Important Notice
The Offer, the Offer Document and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The Offer Document and related acceptance forms have not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This announcement is not a tender offer document and, as such, does not constitute an offer or the solicitation of an offer to acquire the Shares. Investors may accept the Offer only on the basis of the information provided in the Offer Document. Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Norway.
Shareholders of the Company must rely upon their own examination of the Offer Document. Each shareholder should study the Offer Document carefully in order to be able to make an informed and balanced assessment of the Offer and the information that is discussed and described therein. Shareholders should not construe the contents of this announcement as legal, tax or accounting advice, or as information necessarily applicable to each shareholder. Each shareholder should seek independent advice from its own financial and legal advisors prior to making a decision to accept the Offer.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that the Company 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 will be made to holders of Shares resident in the United States (“U.S. Holders”) on the same terms and conditions as those made to all other holders of Shares of the Company to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company’s other shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.
The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.