SBB announces outcome of the offer to the shareholders of Hemfosa and extends the acceptance period

On 15 November 2019, Samhällsbyggnadsbolaget i Norden AB (publ) (“SBB”) announced a recommended public offer to the shareholders of Hemfosa Fastigheter AB (publ) (“Hemfosa”) (the “Offer”). On 23 December 2019, SBB announced that the offer was declared unconditional and that the acceptance period was extended. The extended acceptance period ended 15 January 2020. Today, SBB declares that:

• The Offer has been accepted to such an extent that, after the extended acceptance period that ended 15 January 2020, SBB holds approximately 6 percent of all outstanding shares and approximately 92.9 percent of the votes in Hemfosa.
• SBB has decided to extend the acceptance period for the Offer up to and including 29 January 2019 to allow remaining shareholders to accept the Offer.

After the end of the initial acceptance period on 20 December 2019, SBB controlled 149,440,375 common shares and 9,087,963 preference shares in Hemfosa in total (corresponding to approximately 87.8 percent of the outstanding shares and approximately 88.1 percent of the votes in Hemfosa). During the extended acceptance period, 5,524,227 common shares and 566,264 preference shares have been tendered in the Offer (corresponding to approximately 3.4 percent of the outstanding shares and approximately 3.3 percent of the votes in Hemfosa). In addition, SBB has acquired 2,579,851 common shares in the market (at prices not exceeding the Offer price) during the extended acceptance period (corresponding to approximately 1.4 percent of the outstanding shares and approximately 1.5 percent of the votes in Hemfosa). As of today, SBB thus holds 157,544,453 common shares and 9,654,227 preference shares in Hemfosa (corresponding to approximately 92.6 percent of the outstanding shares and approximately 92.9 percent of the votes in Hemfosa). SBB may acquire additional shares in Hemfosa in the market.

To allow for the remaining shareholders to accept the Offer, the acceptance period is further extended up to and including 29 January 2020. Settlement for shareholders that accepted the Offer during the extended acceptance period, and whose acceptances was received after 10 January 2020, is expected to commence on or around 23 January 2020. Settlement for shareholders that accepts the Offer during the new extension of the acceptance period, ending 29 January 2020, is expected to commence on or around 5 February 2020.

As previously announced, elections made under the Mix & Match Facility will not be possible to cater for, due to practical reasons, with regard to acceptances received after the initial acceptance period. In practice, Hemfosa shareholders accepting the Offer under the extension, will thus receive the base case consideration in the Offer. Further, it should be noted that, due to the payment of dividends on the common shares and the preference shares in Hemfosa with a record date 10 January 2020, the cash consideration in the Offer will be reduced correspondingly.

SBB reserves the right to postpone the settlement date. Since the Offer is now unconditional, the shareholders who have accepted the Offer have no right to withdraw acceptances.

SBB has initiated a compulsory acquisition procedure under the Swedish Companies Act to acquire all shares not tendered in the Offer. In addition, Hemfosa has, on request of SBB, applied for de-listing of Hemfosa’s shares from Nasdaq Stockholm. Hemfosa will announce the last day of trading in Hemfosa’s shares on Nasdaq Stockholm once Nasdaq Stockholm has resolved on the date.