Magna intends to offer minority shareholders in Agrokultura the opportunity to sell shares after delisting
This press release may not, directly or indirectly, be distributed or published in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or United States. The coming Private offering is not being made to (and acceptance will not be accepted from) persons in those countries or elsewhere where participation in the coming Private offering requires further documentation, filings or other measures in addition to those required by Swedish law.
On 28 August 2014, Steenord Corp. (“Steenord”) announced a mandatory public offer to the shareholders in Agrokultura AB (publ) (“Agrokultura” or the “Company”) to acquire all outstanding shares in Agrokultura for SEK 4.50 per share (the “Mandatory Offer”). After the acceptance period, Steenord holds 71,803,842 shares in Agrokultura and Magna Investments Limited (”Magna”), a closely related party to Steenord, holds 68,365,114 shares in Agrokultura, including shares purchased by Magna in the market after the Mandatory Offer, in total together approximately 95.83% of the shares and votes in Agrokultura. Steenord has then distributed all its shares in Agrokultura to its parent company, Salermo S.A., corp.reg.no. 1583993, (“Salermo”), which company is wholly-owned by Nikolay Fartushnyak.
Agrokultura has today announced that the Company has applied for delisting of the Company’s share from Nasdaq First North, and that the last day of trading in Agrokultura’s shares will be announced in connection with Nasdaq Stockholm approving the application.
Shareholders shall note that due to Steenord’s sale of shares to Magna, there are currently not legal conditions to initiate a compulsory acquisition of the remaining shares in Agrokultura in accordance with the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)).
To enable holders of shares in Agrokultura to sell their holdings after the last day of trading in Agrokultura’s share on Nasdaq First North, Magna intends to, after the last day of trading in Agrokultura’s share on Nasdaq First North, offer holders to sell their shares to Magna on terms corresponding to those applicable under the Mandatory Offer (the “Private offering”). Information regarding how the coming Private offering can be accepted will be sent to remaining directly registered minority shareholders in Agrokultura.
Road Town, 18 December 2014
Salermo S.A.
The Board of Directors
The information in this press release was submitted for publication on 18 December 2014 at 9.00 (CET).
Media Contact
For questions, please contact Nikolay Fartushnyak, Salermo S.A., telephone: +7 495 755 8192.