NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to the mandatory offer by Saga Pure ASA (“Saga Pure” or the “Offeror”) to acquire all outstanding shares (“Shares”) in S.D. Standard ETC Plc (“SDSD” or the “Company”) not already owned by the Offeror, at an offer price of NOK 1.90 per share pursuant to the offer document (the “Offer Document”) dated 4 April 2025 (the “Offer”). This action was taken in accordance with the Cypriot Take-Over-Bid Law section 13 as the Offeror and Ferncliff Listed DAI AS (as persons acting in concert, pursuant to the Cypriot Take-Over Bid Law) exceeded a holding of more than 30% of the Shares and voting rights in SDSD, and Saga Pure was therefore obliged to make the Offer.
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The offer period in the Offer (the “Offer Period”) expired at 16:30 (CEST) on 5 May 2025.
At the expiry of the Offer Period, the Offeror had received acceptances of the Offer amounting to 231,448,240 Shares, which taken together with the 75,125,280 Shares held by the Offeror held at commencement of the Offer Period equals 306,573,520 Shares, representing approximately 58.5% of the issued share capital and voting rights in the Company. The Offeror together with Ferncliff Listed DAI AS, which held 155,918,109 Shares at the commencement of the Offer Period, is expected to hold a joint total of 462,491,629 Shares, representing approximately 88.2% of the issued share capital and voting rights in the Company, upon completion of the Offer. For information on acceptances received on 5 May 2025, please see information below.
Please note that the calculation of the number of Shares tendered in the Offer is preliminary and is subject to change until the VPS accounts of the SDSD shareholders having accepted the Offer, are debited and such Shares having been transferred to a settlement account of DNB Markets, a part of DNB Bank ASA (the “Receiving Agent”). Furthermore, the final result of the Offer is subject to customary verification by the Receiving Agent. The final result of the Offer will be announced once confirmed by the Receiving Agent.
Settlement of the Offer will be made pursuant to the terms of the Offer Document and will take place no later than 19 May 2025, being fourteen (14) calendar days after the date of expiry of the Offer Period. For further information on the Offer, refer to the Offer Document which, subject to regulatory restrictions in certain jurisdictions, is available at the website of Saga: Investor relations | Saga Pure
Subject to regulatory restrictions in certain jurisdictions, the Offer Document may also be obtained free of charge during ordinary business hours at the offices of the receiving agent, DNB Bank ASA, Dronning Eufemias gate 30, 0191 Oslo, Norway.
MANDATORY NOTIFICATIONS OF TRADE
The Offeror is a close associate of the Company’s Chairman Martin Nes and is therefore required to disclose acceptances received under the Mandatory Offer on an ongoing basis. Please see the attached notification of trading for information on acceptances received by the Offeror on 5 May 2025.
Further, the following close associates of primary insiders accepted the Offer on 5 May 2025:
• EL Investment AS, a company controlled by primary insider Espen Lundaas, accepted the Offer for all 8,313,161 shares owned by EL Investment AS; and
• Landinvest AS, a company controlled by Head of Investments Espen Landmark Fjermestad, accepted the Offer for all 2,000,000 shares owned by Landinvest AS.
Please see the attached notification forms for further information.
ADVISORS
DNB Markets, a part of DNB Bank ASA, is acting as receiving agent for the Offer. Advokatfirmaet CLP DA is acting as Norwegian legal counsel for the Offeror.
For further information, please contact:
Espen Lundaas, CEO, +47 924 31 417
Tore Jakob Berg, CFO, +47 934 80 202
IMPORTANT NOTICE
The Offer 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 are not and may not be distributed, forwarded or transmitted into or within any jurisdiction where prohibited by applicable law, including, without limitation, Canada, Australia and Japan. The Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review “Notice to U.S. Holders” below. 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 for information purposes only and is not a tender offer document and, as such, is not intended to and does not constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. 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 and Cyprus.
Shareholders of SDSD 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.
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 Receiving Agent 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.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
Kilde
