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Reference is made to the announcement on 8 April 2024 concerning Qben Infra AB’s (the “Offeror” or the “Company”) announcement of a share exchange offer to shareholders of ININ Group AS (“ININ Group” or “IG”) (the “Announcement”).
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Qben Infra AB is today pleased to announce a share exchange offer directed to the 140 largest Shareholders in ININ Group (the “Selected shareholders”) (the “Offer”) and start of the offer period for the Offer. At the date of this Offer, the largest 140 Shareholders represent approximately 87% of the outstanding share capital of IG.
An offer on the same terms will follow to remaining shareholders that have not received the Offer and such offer will include a prospectus relating to Qben Infra AB and the Offer Consideration (“Retail Exchange Offer”). The Retail Exchange Offer is expected to be launched during second half of 2024, with the acceptance period in any event ending prior to listing of the Offeror’s shares on First North Premier. The Retail Exchange Offer will include the same set of conditions as the Offer and is expected to close at the same time.
Shareholders that want to accept the Offer must fill out and return the acceptance form which is included in the Offer Document, by 16:30 hours CET on 21 June 2024 (subject to any extensions of the offer period) in accordance with the procedures and requirements set out in the offer document.
Gimle Invest has together with Tigerstaden, Middelborg, Lani Invest, Songa Investments and other shareholders in ININ Group (the “Pre-accepting shareholders”) entered irrevocable pre-acceptances for approximately 40.5% of the outstanding share capital of IG with respect to the Offer. Including warrants, options and shares on total return swap agreements, the Pre-accepting shareholders control approximately 49.4% of the share capital on a fully diluted basis of IG.
The offer to IG shareholders is an offer consideration in form of 0.251107 newly issued shares in Qben Infra per share in IG (the “Offer Consideration”). After completion of the Offer and assuming 100% acceptance rate, ININ Group shareholders will own 48.7% of Qben Infra. The Offer Consideration is updated since 8 April to reflect an equity issue of 3,000,000 shares that will take place in Qben Infra as part of the acquisition of Team Bygg AS, issue of new warrants in IG and IG’s share buy-back program.
As part of the process of preparing the Offer, the Board of Directors of Qben Infra has engaged Svalner Skatt & Transaktion KB (“Svalner”) as an independent third-party expert to provide a valuation of Qben Infra on a standalone basis (without incorporating the value of Team Bygg, ref announcement 31 May 2024 regarding the acquisition of Team Bygg and issuance of new shares in Qben Infra). Svalner’s conclusion is that the market value of the equity in Qben Infra is in the range of SEK 860 – 1,120 million. Based on this valuation range (and including the new share issue in relation to the Team Bygg acquisition), the Offer Consideration represents a value of IG’s outstanding share capital of NOK 889 - 1,136 million on a fully diluted basis. This valuation range represents a value per IG share of NOK 6.0 - 7.7 per share and a premium of 117% - 181% compared to the volume weighted average price of the IG shares for the three-month period ending before the Announcement on 8 April 2024.
As previously communicated, the Board of Directors in Qben Infra has resolved to commence with an initial public offering process and listing of Qben Infra on Nasdaq First North Premier Growth Market (“First North Premier”), which is a condition for the Offer, and IG shareholders having accepted the Offer will receive listed Qben Infra shares as Offer Consideration.
Qben Infra will form the parent company for the combined entity that will be a Swedish listed infrastructure compounder. Following completion of the Offer and subject to a 2/3 majority vote at ININ Group’s general meeting, Qben Infra will seek to apply for a de-listing of ININ Group at Euronext Growth.
For more information, please refer to the offer document that will be distributed to Selected Shareholders and made available at www.abgsc.no.
Advisers
ABG Sundal Collier ASA is acting as financial adviser and receiving agent and Advokatfirma DLA Piper is acting as legal adviser to the Offeror in the process.
Contact information
Qben Infra
Per Anderson
VD Qben Infra
Tel: +46 07 07 37 17 17, E-post: per@kvalitetsbygg.se
Important notice
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the 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 Norwegian and/or Swedish law.
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 the Offeror. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into, by use of mail or any other means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. This includes, but is not limited to facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic transmission. The Offer cannot be accepted and shares may not be tendered in the Offer by any such use, means, instrumentality or facility of, or from within Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States or by persons located or resident in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. Accordingly, this press release and any related Offer documentation are not being and should not be mailed or otherwise transmitted, distributed, forwarded or sent in or into Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States or to any person who is from or is located or resident in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. For purposes of this section, “United States” refers to the United States of America (its territories and possessions, any state of the United States and the District of Columbia).
Any purported tender of shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of shares made by a person located in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from or within Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States will be invalid and will not be accepted. Each person who holds shares and participates in the Offer will certify to not being from, being located in or participating in the Offer from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States and not acting on a non-discretionary basis for a principal that is from, is located in or giving order to participate in the Offer from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. The Offeror will not deliver any consideration relating to the Offer to Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the United States must not forward this press release or any other document related to 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”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom except where there is an applicable exemption. 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 day to day control of the affairs of a body corporate; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Service and Markets Act 2000 (Financial Promotion) Order 2005.
Regardless of the previous, the Offeror reserves the right to approve that the Offer is accepted by persons not present or resident in Norway and/or Sweden Norway if the Offeror, in its own opinion, assesses that the relevant transaction can be carried out in accordance with applicable laws and regulations.
To the extent permissible under applicable law or regulation, the Offeror or its brokers may purchase, or conclude agreements to purchase, shares in ININ Group, directly or indirectly, outside of the scope of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for ININ Group shares, such as warrants. These purchases may be completed via a market place at market prices or outside a market place at negotiated prices. Any information on such purchases will be disclosed as required by law or regulation in Norway and/or Sweden.
Forward-looking information
Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as 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”, “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. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of the Offeror. Any such forward-looking statements speak only as of the date on which they were made and the Offeror 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.
Kilde
