Vis børsmeldingen
BE UNLAWFUL
Oslo, 6 December 2023 - Reference is made to the stock exchange announcement
made on 30 November 2023 regarding settlement of the recommended voluntary offer
(the “Offer”) by T-C Storage HoldCo AB (the “Offeror”) to acquire all of the
issued and outstanding shares (the “Shares”) in Self Storage Group ASA (the
“Company”, OSE: SSG) for NOK 40 per Share (the “Offer Price”). Following
settlement of the Offer, the Offeror has acquired and holds a total of
93,842,482 Shares in the Company, equivalent to approximately 99.12% of the
share capital and voting rights in the Company.
The board of directors of the Offeror has resolved, effective from after close
of trading on Oslo Børs today, 6 December 2023, to carry out a compulsory
acquisition of all remaining shares in the Company not owned by the Offeror,
pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act
and section 6-22 of the Norwegian Securities Trading Act. As a consequence, the
Offeror has assumed ownership to all shares in the Company. The offered
redemption price in the compulsory acquisition is NOK 40 per Share, equal to the
Offer Price in the completed Offer (the “Redemption Price”).
Settlement of the Redemption Price is expected to occur as soon as possible, but
in any event will take place no later than 20 December 2023. A notice regarding
the compulsory acquisition will be sent to all former shareholders subject to
the compulsory acquisition whose addresses are known. In addition, the
compulsory acquisition will be announced through the electronic notice service
of the Norwegian Register of Business Enterprises (Norwegian:
Brønnøysundregistrene).
Any objections to, or rejection of, the Redemption Price must be made at the
latest by 23:59 (CET) on 12 February 2024. Former shareholders of the Company
who do not object to, or reject, the Redemption Price within this deadline will
be deemed to have accepted the Redemption Price.
As a consequence of the compulsory acquisition, the Offeror will pursue a
delisting of the Company’s shares from Oslo Børs. A separate stock exchange
announcement will be published regarding such delisting.
About the Offeror
The Offeror, T-C Storage HoldCo AB, is a private limited liability company
incorporated and existing under the laws of Sweden with registration number
559324-6720 and registered address Kungsgatan 30, våning 7, 111 35 Stockholm,
Sweden. The Offeror is an indirect wholly-owned subsidiary of Teachers Insurance
and Annuity Association of America, and is advised by Nuveen Asset Management
Europe S.à r.l.
Advisers
Arctic Securities is acting as financial advisor and Advokatfirmaet BAHR is
acting as legal advisor for the Offeror. ABG Sundal Collier is acting as
financial advisor and Advokatfirmaet Schjødt is acting as legal advisor for the
Company.
Important Notice
The Offer, the Offer Document and the distribution of this announcement and
other information in connection with the Offer may be restricted by law in
certain jurisdictions. The Offer Document and related acceptance forms have not
and may not be distributed, forwarded or transmitted into or within any
jurisdiction where prohibited by applicable law, including, without limitation,
Canada, Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror
does not assume any responsibility in the event there is a violation by any
person of such restrictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
This announcement is not a tender offer document and, as such, does not
constitute an offer or the solicitation of an offer to acquire the Shares.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.
Shareholders of the Company must rely upon their own examination of the Offer
Document. Each shareholder should study the Offer Document carefully in order to
be able to make an informed and balanced assessment of the Offer and the
information that is discussed and described therein. Shareholders should not
construe the contents of this announcement as legal, tax or accounting advice,
or as information necessarily applicable to each shareholder. Each shareholder
should seek independent advice from its own financial and legal advisors prior
to making a decision to accept the Offer.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the “U.S. Exchange Act”), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Offer will be made to holders of Shares resident in the United States (“U.S.
Holders”) on the same terms and conditions as those made to all other holders of
Shares of the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company’s other
shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else.
The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation
14E under the U.S. Exchange Act as a “Tier II” tender offer, and otherwise in
accordance with the requirements of Norwegian law. Accordingly, the Offer will
be subject to disclosure and other procedural requirements, including with
respect to the offer timetable, settlement procedures and timing of payments,
that are different from those that would be applicable under U.S. domestic
tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisors to the Offeror
may also engage in ordinary course trading activities in securities of the
Company, which may include purchases or arrangements to purchase such
securities.
Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.
Kilde
