Vinted UAB completes its offer to the shareholders of Rebelle AB (publ) , becoming the owner of approximately 96.7 per cent of the shares and extends the acceptance period
This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled "Important notice" at the end of this announcement and in the offer document published on Vinted's website (www.vintage-offer.com). Shareholders in the United States should also refer to the section titled "Special notice to shareholders in the United States" at the end of this announcement.
Press release
22 August 2022
On 25 July 2022, Vinted UAB ("Vinted"), announced a recommended public offer to the shareholders of Rebelle AB (publ) ("Rebelle" or the "Company") to tender all their shares in Rebelle to Vinted at a price of SEK 14.10 in cash per share (the "Offer"). An offer document was made public on 26 July 2022. Vinted hereby announces that all conditions for completion of the Offer have been fulfilled and accordingly declares the Offer unconditional. Vinted has also decided to extend the acceptance period.
The shares tendered in the Offer at the end of the acceptance period on 19 August 2022 amount to an aggregate of 21,612,720 shares in Rebelle, corresponding to approximately 96.7 per cent of the share capital and the voting rights in Rebelle.
Vinted hereby announces that all conditions for completion of the Offer have been fulfilled. Accordingly, the Offer is declared unconditional and Vinted will complete the acquisition of the shares tendered. Settlement for shares tendered by the shareholders who accepted the Offer up to and including 19 August 2022 is expected to be initiated around 25 August 2022 in accordance with the previously communicated time table.
To provide the remaining shareholders of Rebelle who have not tendered their shares with time to accept the Offer, the acceptance period will be extended until 2 September 2022 at 15.00 (CEST). Settlement for shares tendered in the Offer during the extended acceptance period is expected to be initiated around 8 September 2022. Vinted reserves the right to further extend the acceptance period for the Offer.
Prior to the announcement of the Offer, neither Vinted nor any closely related companies or closely related parties owned or otherwise controlled any shares in Rebelle or held other financial instruments in Rebelle that give financial exposure to Rebelle's shares. Vinted has not acquired any such shares or financial instruments outside the Offer. Vinted may acquire shares in Rebelle during the now extended acceptance period.
Since the Offer is now unconditional, the shareholders who have accepted the Offer, or will accept the Offer, have no right to withdraw acceptances.
Vinted will initiate compulsory redemption of the remaining shares in Rebelle as well as promote a delisting of Rebelle's shares from First North Growth Market.
Information about the Offer:
For further information about the Offer, please refer to the offer document available on Vinted's website (www.vintage-offer.com) and Carnegie's website (www.carnegie.se).
For enquiries, please contact:
Vinted
press@vinted.com
Adam Makkonen, Fogel & Partners
vinted@fogelpartners.se
+46 (0)70 316 63 75
For administrative questions regarding the Offer, please contact your bank or the nominee registered as holder of your shares.
The information in this press release was submitted for publication by Vinted in accordance with the Takeover rules for certain trading platforms. The information was submitted for publication on 22 August 2022 at 07.30 a.m. (CEST).
Important notice
The Offer is not being made, directly or indirectly, in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction. Accordingly, this press release or any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States or in any other jurisdiction where such offer would be prohibited by applicable law pursuant to legislation, restrictions and regulations in the relevant jurisdiction.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa or the United States must not forward this press release or any other document received in connection with the Offer to such persons.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an "authorised 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 shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within article 62 (sale of a body corporate) of the FSMA 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 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 Vinted and Rebelle.
Any such forward-looking statements speak only as of the date on which they are made and Vinted 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. The reader should, however, consult any additional disclosures that Vinted or Rebelle have made or may make.
Carnegie Investment Bank AB (publ) is not responsible to anyone other than Vinted for advice in relation to the Offer.
Special notice to shareholders in the United States
Shareholders domiciled in the United States (the "U.S. Holders") are advised that the shares are not registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and is not required to, and does not, file any reports thereunder with the U.S. Securities and Exchange Commission. The Offer is open to shareholders resident in the United States and is made on the same terms and conditions as those made to all other shareholders of the Company to whom the Offer is being made. Any information documents, including the offer document, are being disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company's other shareholders.
The Offer described in this press release is made for shares in Rebelle, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which are different from those of the United States. In particular, the Company's financial statements, and all financial information that is included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.
The Offer is made in accordance with the requirements of Swedish law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Offer timetable, settlement procedures and timing of payments, that are different from those applicable under U.S. domestic tender offer procedures and law, and certain rules applicable to U.S. tender offers made in the United States do not apply. U.S. Holders are encouraged to consult with their own advisors regarding the Offer.
The settlement of the Offer is based on the applicable Swedish law provisions which differ from the settlement procedures customary in the United States, particularly as regards the time when payment of the consideration is rendered. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders and thus will not give rise to claims on the part of any other person. The U.S. Holders should consider that the price for the Offer is being paid in SEK and that no adjustment will be made based on any changes in the exchange rate.
It may be difficult for U.S. Holders or other shareholders to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since the Company and Vinted are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. U.S. Holders may not be able to sue the Company or Vinted or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel the Company or Vinted and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
Vinted and its affiliates or brokers (acting as agents for Vinted or its affiliates, as applicable) may from time to time after the date hereof directly or indirectly purchase or arrange to purchase shares of the Company outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares, other than pursuant to the Offer, during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisor to Vinted may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable law, rules or regulations.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each shareholder is urged to consult an independent professional advisor regarding the tax consequences of accepting the Offer. Neither Vinted nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED THE OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR DETERMINED WHETHER THIS PRESS RELEASE IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.