Settlement Notification: Offer Period Expired in T-C Storage Holdco AB’s Recommended Voluntary Cash Offer to Acquire All of the Outstanding 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, 9 November 2023 – Reference is made to the offer document dated 11 October 2023 (the “Offer Document”) for 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”). The Offer is unanimously recommended by the board of directors of the Company. Reference is also made to the stock exchange announcement dated 9 November 2023 whereby the Offeror announced that the condition for completion of the Offer relating to “Minimum Acceptance”, as set out in section 2.8 (“Conditions for Completion of the Offer”) of the Offer Document, has been satisfied.
As of 16:30 (CET) on the date hereof, the offer period under the Offer (the “Offer Period”) has expired and, therefore, in accordance with section 2.15 (“Settlement”) of the Offer Document, the Offeror hereby announces that settlement of the Offer will be made as soon as reasonably possible, and not later than on 7 December 2023.
Settlement of the Offer will, subject to applicable law, remain subject to the conditions for completion of the Offer relating to “Conduct of Business”, “No Material Breach”, “No Material Adverse Change” and “No Legal Action” set out in section 2.8 (“Conditions for Completion of the Offer”) of the Offer Document until the settlement date.
On settlement, the Offer Price will be paid for every Share for which the Offer has been lawfully accepted to the bank account that at the time of acceptance was registered in Euronext Securities Oslo, the central securities depository of Norway (the “VPS”), as the account for payment of dividends to that shareholder. If there are no records of a bank account in the VPS that can be used for settlement of the Offer Price, the shareholder must have specified on the acceptance form (or on a separate sheet submitted together with the acceptance form) the bank account number to which payment should be made.
For shareholders who do not hold a bank account with a Norwegian bank, payment details for offshore payments must have been included in the acceptance form in addition to the bank account number, the bank, IBAN, SWIFT/BIC or similar payment codes depending on the jurisdiction where the bank account is located. Arctic Securities AS (the “Receiving Agent”) should be contacted by the shareholder in this respect.
Shareholders registered in the VPS and who have not supplied the VPS with details of any Norwegian kroner account, are deemed to have given their consent that the Receiving Agent may send the funds in one of the following manners: (i) by cheque in the local currency of the jurisdiction of the shareholder (either as registered in the VPS or as stated on the acceptance form) or in U.S. dollars (USD) or (ii) by remittal of funds to any bank account in the relevant shareholder’s name in any applicable currency of such account. The Receiving Agent may select the payment method that the Receiving Agent in its sole opinion deems the most appropriate, and the Receiving Agent may for such purpose convert the funds into any applicable currency.
The complete terms and conditions for the Offer, including detailed information regarding settlement, are set out in the Offer Document. Subject to regulatory restrictions in certain jurisdictions, the Offer Document is available at the following webpage: www.arctic.com/offerings and may be obtained free of charge during ordinary business hours at the offices of the receiving agent, Arctic Securities AS, Haakon VIIs gate 5, 0161 Oslo, Norway.
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.