THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
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Reference is made to the stock exchange announcement on 25 November 2021 regarding the acquisition by Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB” or the “Offeror”) of 51,106,538 shares in Solon Eiendom ASA (the “Company”), resulting in an aggregate holding of 68,005,231 shares, equalling 83.36% of the shares and votes in the Company and thereby triggering an obligation to make a mandatory offer for the remaining shares in the Company pursuant to Chapter 6 of the Norwegian Securities Trading Act. SBB is today launching a mandatory offer to acquire all the shares in the Company that are not already owned by SBB (the “Offer”).
Terms and conditions for the Offer have been set out below:
Offer Price: NOK 44 per share.
Offer Period: From and including 23 December 2021 to and including 20 January 2022 at 16:30 CET.
Settlement: Cash settlement in NOK within two weeks after the expiry of the Offer Period.
The terms and conditions of the Offer are set out in an offer document prepared by SBB dated 22 December 2021 (the “Offer Document”), which has been approved by the Oslo Stock Exchange in its capacity as take-over supervisory authority.
The Offer may only be accepted on the basis of the Offer Document, which will be distributed to the Company’s shareholders as registered in VPS on 20 December 2021, except for shareholders in jurisdictions where it may not be lawfully distributed.
The Offer Document may also be obtained free of charge at the offices of the receiving agent:
Arctic Securities AS, Haakon VIIs gate 5, 0161 Oslo, Norway
Tel: +47 21 01 30 40
E-mail: subscription@arctic.com
The Offer Document is, subject to regulatory restrictions in certain jurisdictions, also available at the following webpage: corporate.sbbnorden.se/en/
Advisors
Arctic Securities AS is acting as financial advisor and receiving agent to SBB in connection with the settlement of the Offer. Advokatfirmaet Thommessen AS is acting as legal advisor to SBB in connection with the Offer.
About SBB
Samhällsbyggnadsbolaget i Norden AB (publ) (SBB) is the Nordic region’s leading property company in social infrastructure. The Company’s strategy is to long term own and manage social infrastructure properties in the Nordics and rent regulated residential properties in Sweden, and to actively work with property development. Through SBB’s commitment and engagement in community participation and social responsibility, municipalities and other stakeholders find the Company an attractive long-term partner. The Company’s series B shares (ticker SBB B) and D shares (ticker SBB D) are listed on Nasdaq Stockholm, Large Cap. Further information about SBB is available at www.sbbnorden.se.
For further information, please contact: Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, ilija@sbbnorden.se
Offer Restrictions
The distribution of the Offer Document and the making of the Offer may in certain jurisdictions (including, but not limited to, Canada, Australia and Japan) (“Restricted Jurisdictions”) be restricted by law. Therefore, persons obtaining the Offer Document or into whose possession the Offer Document otherwise comes, are required to, and should inform themselves of and observe, all such restrictions. The Offeror and the Receiving Agent do not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction.
The Offer Document is not directed to persons whose participation in the Offer requires that further offer documents are issued or that registration or other measures are taken, other than those required under Norwegian law, provided, however, that the Offer is made to Solon shareholders resident in the United States, see further below. No document or materials relating to the Offer may be distributed in or into any jurisdiction where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such a jurisdiction. In the event of such distribution or offering still being made, an Acceptance Form sent from such a country may be disregarded.
The Offer Document does not represent an offer to acquire or obtain securities other than Solon shares. The Offer is not open to any Solon shareholder in any jurisdiction in which it is unlawful for any person to receive or accept the Offer. No action has been taken to permit the distribution of the Offer in any jurisdiction where action would be required for such purposes (except Norway).
The Offer is not being made and will not be made, directly or indirectly, in or into the Restricted Jurisdictions. The Offer Document, and any and all materials related thereto, should not be sent or otherwise distributed in or into the Restricted Jurisdictions, and the Offer cannot be accepted by any such use, means or instrumentality, in or from within Restricted Jurisdictions. Accordingly, copies of the Offer Document and any related materials are not being, and must not be, sent or otherwise distributed in or into or from any Restricted Jurisdiction or, in their capacities as such, to custodians, trustees or nominees holding shares of the Company for persons in any Restricted Jurisdictions, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from any Restricted Jurisdiction. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid.
Notice to shareholders in the United States
The Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and otherwise in accordance with the requirements of Norwegian law. The Offer is being made in the United States by the Offeror and no one else.
The Offeror reserves the right to acquire or agree to acquire Shares or rights to Shares outside the Offer during the Offer Period in accordance with Applicable Law and regulations and the provisions of the exemption provided under Rule 14e-5(b)(10) under the Exchange Act. Any of the purchases referred to in this paragraph may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as and if required by applicable securities laws.
The payment and settlement procedure with respect to the Offer will comply with the relevant Norwegian rules which differ from U.S. payment and settlement procedures, particularly with regard to the date of payment of the consideration. Acceptance of the Offer is irrevocable and accepting Shareholders will have no withdrawal rights with respect to their Shares other than as specifically set out herein.
The enforcement by Shareholders of civil liabilities under U.S. securities laws may be adversely affected by the fact that the Offeror is a company organised under the laws of Sweden.
Arctic Securities AS is acting exclusively for SBB and no one else in connection with the transaction and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the transaction and will not be responsible to anyone other than SBB for providing the protections afforded to the clients of Arctic Securities AS nor for giving advice in relation to the transaction or any other arrangement referred to in this announcement.
Kilde
