Qben Infra AB (publ) (“Qben Infra” or the “Company”) announce on 22 November 2024 the decision to complete the voluntary share exchange offer to acquire all the outstanding shares in ININ Group AS (“ININ Group”) (the “Offer to the Shareholders of ININ Group”) and to issue shares in Qben Infra as consideration. Settlement of the Offer to the Shareholders of ININ Group is expected to be initiated around 25 November 2024.
Qben Infra is also publishing a company description (the “Company Description”), prepared by the Company for the listing of its shares on Nasdaq First North Premier Growth Market in Stockholm (the “Listing”). The first day of trading is expected to occur on 29 November 2024.
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Vis børsmeldingen
Today’s announcement follows ININ Group’s announcement on 18 November 2024, when Qben Infra announced the outcome of the Offer to the Shareholders of ININ Group, and its intention to proceed with the Listing.
Øivind Horpestad, CEO of ININ Group and Qben Infra, comments:
“We look forward to becoming a listed company in Stockholm and to welcome new shareholders to our fast-growing company. We have a strong team specialized in the acquisition and development of platforms within infrastructure services in the Nordics. With an expected massive increase in infrastructure investments in the Nordics, we see exciting market opportunities to build strong platforms of portfolio companies in our respective market niches. This is the start of a new and exciting chapter for Qben Infra.”
About the Listing
As announced by the Company on 18 November 2024, Qben Infra has initiated a process to list its shares on Nasdaq First North Premier Growth Market in Stockholm. Nasdaq Stockholm AB has concluded that Qben Infra fulfils the listing requirements for Nasdaq First North Premier Growth Market and has approved the Company Description. Nasdaq Stockholm AB will finally approve an application for admission to trading on Nasdaq First North Growth Market provided that certain conditions are fulfilled, including that Qben Infra submits such application and that the listing requirement regarding distribution of shares is fulfilled. Provided that final approval is received, first day of trading in the Company’s Shares on Nasdaq First North Premier Growth Market is expected to occur on 29 November 2024 under the symbol (ticker) "QBEN”. The Company Description is available on the Company’s website www.qben.se.
In order to prepare the Company for the Listing and to ensure fulfilment of the applicable requirements relating to dissemination of the Company’s shares, the Company concluded on 21 November 2024, at an extraordinary general meeting, to complete the Offer to the Shareholders of ININ Group and to carry out the Private Placement.
About the Offer to the Shareholders of ININ Group
After final calculation of the number of accepted shares in the Offer to the Shareholders of ININ Group, shareholders controlling a total of 111,901,368 shares in ININ Group, corresponding to approximately 85.5 per cent of the total outstanding shares in ININ Group , have accepted the Offer to the Shareholders of ININ Group. As all outstanding conditions in relation to the Offer to the Shareholders of ININ Group have been fulfilled, including a preliminary admission to trading on Nasdaq First North Premier Growth Market from Nasdaq Stockholm AB, the board of directors in Qben Infra has decided to declare the Offer to the Shareholders of ININ Group unconditional and to complete the Offer to the Shareholders of ININ Group.
As part of the completion of the Offer to the Shareholders of ININ Group, Qben Infra has on an extraordinary general meeting held on 21 November 2024 decided to issue up to 28,099,216 shares in Qben Infra as consideration to the shareholders in ININ Group who have accepted the Offer to the Shareholders of ININ Group. The subscription price per share was 13.573 SEK, based on the terms set forth in the offer prospectus dated 4 November 2024, as well as ININ Group’s closing share price and the NOK/SEK exchange rate as of 20 November 2024 .
Through the Offer to the Shareholders of ININ Group, Qben Infra’s share capital increases by 390,266.9 SEK from 541,336 SEK to 931,602.9 SEK and the number of shares in Qben Infra increases by 28,099,216 from 38,976,190 to 67,075,406. The dilution effect resulting from the Offer to the Shareholders of ININ Group is 41.9 per cent in relation to the number of shares in Qben Infra prior to the Offer to the Shareholders of ININ Group.
In parallel with the Offer to the Shareholders of ININ Group, Qben Infra has also acquired 21,838,341 warrants in ININ Group from the holders of such warrants in exchange for promissory notes in Qben Infra (the “Acquisition of Warrants”). The extraordinary general meeting held on 21 November 2024 also decided to issue up to 2,896,412 shares in Qben Infra, as consideration in relation to the Acquisition of Warrants. The subscription price per share in Qben Infra in the Acquisition of Warrants was for technical settlement purposes set within a range of 0.28-4.44 SEK, depending on the strike price for each series of warrants.
Settlement of the Offer to the Shareholders of ININ Group and the Acquisition of Warrants is expected to be initiated around 25 November 2024.
Through the Acquisition of Warrants, Qben Infra’s share capital increases by 40,227.9 SEK from 541,336 SEK to 581,563.9 SEK and the number of shares in Qben Infra increases by 2,896,412 from 38,976,190 to 41,872,602. The dilution effect resulting from the Acquisition of Warrants is 6.9 per cent in relation to the number of shares in Qben Infra prior to the Acquisition of Warrants.
Following completion of the Offer to the Shareholders of ININ Group and subject to a 2/3 majority vote at an ININ Group general meeting, Qben Infra will seek to apply for a de-listing of ININ Group at Euronext Growth in Oslo.
About Qben Infra
Qben Infra is a group specializing in the acquisition and development of platforms within infrastructure services in the Nordics, gathering a diversified portfolio of 20+ companies across four infrastructure niches: Construction, Rail, Power and Testing, Inspection & Certification (TIC).
To drive value creation, Qben Infra collaborates closely with the platforms, focusing on identifying investment opportunities within profitable niches with strong potential for development, consolidation, and growth. This strategy fosters sustainable growth and profitability, enabling Qben Infra to play a vital role in advancing infrastructure development in the Nordics, now and going forward.
By merging platforms with distinct yet complementary expertise, Qben Infra unlocks synergies and capitalizes on expansive market opportunities, enabling the group to take on even larger and more complex projects.
Advisors
ABG Sundal Collier is acting as financial advisor and receiving agent to Qben Infra in connection with the Offer to the Shareholders of ININ Group and Acquisition of Warrants. Eversheds Sutherland (Sweden) and DLA Piper (Norway) act as legal advisors to Qben Infra in connection with the Offer to the Shareholders of ININ Group and Acquisition of Warrants.
For further information, please contact:
Øivind Horpestad, CEO of ININ Group and Qben Infra
Tel: +47 910 00 626
Important information
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in the Company in any jurisdiction, either from the Company or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. An offer prospectus has been prepared by the Company and published on the Company’s website after the prospectus has been reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) in relation to the Offer to the Shareholders of ININ Group. The Company has not authorized any offer to the public of shares or other securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Listing or Private Placement. In each EEA member state, this communication is only addressed to and directed at persons who are “Qualified Investors” in that member state within the meaning of Article 2 (e) of the Prospectus Regulation. The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with Qualified Investors.
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Forward-looking statements
This press release contains forward-looking statements related to the Company’s intentions, estimates or expectations with regard to the Company’s future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “implies,” “should,” “could” and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law.
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