NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE AUSTRALIA, BELARUS, CANADA, HONG KONG, INDIA, JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to the offer document dated 31 May 2024 (the “Offer Document”) for the share exchange offer directed to the 140 largest shareholders (the “Selected shareholders”) in ININ Group (“ININ” or the “Company”) (the “Offer”).
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With reference to the Offer Document sections 2.8 (Offer Period), the Offeror herby announces an extension of the Offer Period until 28 June 2024 16:30 CET.
The Offeror is pleased to announce that subject to customary verification from the Offeror’s receiving agent, the Offeror has received acceptances under the Offer for a number of shares which, taken together with shares that have been pre-accepted, represents approximately 68% of the total outstanding share capital of ININ. Including warrants, options and shares on total return swap agreements, the pre-accepting and accepting shareholders control approximately 73% of the share capital on a fully diluted basis of ININ Group.
The Offeror maintains its right to in its sole discretion (one or more times) to further extend the Offer Period on the terms and conditions set out in the Offer Document, but under no circumstances beyond 9 August 2024 at 24:00 (CET).
The offer to ININ shareholders is an offer consideration in form of 0.251107 newly issued shares in Qben Infra per share in ININ (the “Offer Consideration”). After completion of the Offer and assuming 100% acceptance rate, ININ Group shareholders will own 48.7% of Qben Infra.
All terms and conditions of the Offer as set out in the Offer Document (other than the amendments pursuant to this announcement) remain unchanged. Completion of the Offer is subject to the fulfilment or waiver by the Offeror of the closing conditions set out in the Offer Document.
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 28 June 2024 (subject to any extensions of the offer period) in accordance with the procedures and requirements set out in the offer document.
Acceptances of the Offer already received will remain binding and there is no need for shareholders that have already accepted the Offer to take any further action to confirm such acceptances.
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.
The complete terms and conditions of the Offer, including procedures for accepting the Offer, are set out in the Offer Document. The Offer may only be accepted on the basis of, and by following the procedures in, the Offer Document.
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
