Steenord Corp. announces the outcome of the mandatory public offer to the shareholders in Agrokultura and extends the acceptance period
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 offer is not being made to (and acceptance will not be accepted from) persons in those countries or elsewhere where participation 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”) to acquire all outstanding shares in Agrokultura for SEK 4.50 per share (the “Mandatory Offer”). All conditions for the Mandatory Offer were waived on 15 September 2014, when Steenord declared that the Mandatory Offer was wholly unconditional and that it would be completed.
During the acceptance period, the Mandatory Offer has been accepted by shareholders representing a total of 60,297,977 shares in Agrokultura, corresponding to approximately 43.38% of the total number of shares and votes in Agrokultura. Prior to the announcement of the Mandatory Offer, Steenord held 48.26% of the shares in Agokultura.
As disclosed in addendum 2 to the offer document, announced on 17 October 2014, Steenord has sold 23,712,380 shares representing 17,06% of the shares and votes in Agrokultura to Magna Investments Limited (“Magna”). By the end of October, Steenord has sold another 35,552,419 shares to Magna representing 25.58% of the shares and votes in Agrokultura.
As of 29 October 2014, Steenord thus holds 68,118,242 shares in Agrokultura, corresponding to approximately 49% of the shares and the votes in Agrokultura. Magna holds 62,756,761 shares in Agrokultura, corresponding to approximately 45.15% of the shares and votes in Agrokultura, of which 2.51% of the shares in Agrokultura has been purchased by Magna in the market at a price per share not exceeding SEK 4.50. Steenord has not acquired any shares in Agrokultura outside the Mandatory Offer.
Together, Steenord and Magna hold 94.15% of the shares and votes in Agrokultura.
Steenord and Magna may purchase further shares in Agrokultura in the market.
Moreover, Steenord holds promissory notes issued by Agrokultura at a nominal amount of approximately SEK 38 million, of a total of SEK 48 million in promissory notes issued by Agrokultura. The promissory notes mature on 31 October 2014. Under the terms of the promissory notes, Agrokultura has the right, in its own discretion, to settle up to 75% of the promissory notes in a set-off share issue to the holders of the promissory notes. The issue price to be used in such set-off issue would be the average market share price in Agrokultura during 20 business days before maturity date. However, the price cannot be lower than the quota value of the Agrokultura share, which is SEK 5. If the set-off issue is fully subscribed for at an issue price of SEK 5, Steenord will subsequently hold 48.26% of the shares and votes in Agrokultura. Steenord and Magna would then hold together 93.41% of the shares and votes in Agrokultura. The set-off issue will not affect the price in the Mandatory Offer.
Steenord has resolved to extend the acceptance period in the Mandatory Offer to 17.00 (CET) on 17 November 2014 to give shareholders in Agrokultura not yet having accepted the Mandatory Offer the opportunity to do so. Steenord offers SEK 4.50 in cash for each share in Agrokultura. No commission will be charged in connection with the Mandatory Offer. The Mandatory Offer document and the acceptance form are available at https://www.avanza.se/avanzabank/kampanjer/cf/2014/prospekt/index.html.
Settlement in respect of the shareholders who have already accepted the Mandatory Offer is expected to commence on 31 October 2014.
As Steenord, together with the shareholding of Magna, holds more than 90% of the shares in Agrokultura, Steenord will analyse the shareholder structure of Agrokultura and in discussion with Agrokultura and Nasdaq Stockholm examine whether there are still prospects for a well-functioning market for Agrokultura’s share, in which case Agrokultura’s shares could continue to be listed on First North.
Moreover, shareholders shall note that due to Steenord’s sale of shares to Magna, there are currently not legal conditions for Steenord to initiate a compulsory acquisition of the remaining shares in Agrokultura in accordance with the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)). However, Steenord and Magna reserve the right to transfer their respective shareholding in Agrokultura to a new entity in order to be able to initiate a compulsory acquisition of the remaining shares in Agrokultura. In case compulsory acquisition is initiated, this will be disclosed by Steenord by way of press release.
Road Town, 29 October 2014
Steenord Corp.
The Board of Directors
Steenord discloses the information provided herein pursuant to the Takeover Rules. The information was submitted for publication on 29 October 2014 at 17.15 (CET).
Media Contact
For questions, please contact Achim Lukas, Steenord Corp., telephone: +34 632 368 469, e-mail: info.steenord@gmail.com
For more information about the Mandatory Offer, please visit https://www.avanza.se/avanzabank/kampanjer/cf/2014/prospekt/index.html.
Important information
The Mandatory Offer is not being made to persons whose participation in the Mandatory Offer requires that an additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and regulations.
This press release and any related offer documentation are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Any such action will not be permitted or sanctioned by Steenord. Any purported acceptance of the Mandatory Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Mandatory Offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States, and the Mandatory Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Accordingly, this press release and any related offer documentation are not being and should not be mailed or otherwise distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.
Steenord will not deliver any consideration from the Mandatory Offer into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the United States must not forward this press release or any other document received in connection with the Mandatory Offer to such persons.
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.