The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further registration documents, filings or other measures in addition to those required under Swedish law.
On 20 January 2021, SBB announced a mandatory public offer to the shareholders in Offentliga Hus i Norden AB (publ) (“Offentliga Hus”) (the “Offer”). On 15 March 2021, SBB published a prospectus, which also includes information that must be included in an offer document in accordance with the Takeover rules for certain trading platforms (the “Offer Document”).
SBB has today published a supplement to the Offer Document (the “Supplement”), which has been prepared due to (i) Offentliga Hus publishing its interim report for the period 1 January – 31 March 2021 on 23 April 2021 and (ii) Offentliga Hus announcing that an Extraordinary General Meeting held on 14 April 2021 has, e.g., resolved to change the Board of Directors of Offentliga Hus and that the new Board of Directors has, on the same day, resolved to change the CEO and Deputy CEO.
The Supplement has today been approved and registered by the Swedish Financial Supervisory Authority (the “SFSA”). The Supplement will be available on SFSA’s website (www.fi.se). Furthermore, the Supplement, the Offer Document and the acceptance form are available on the Company’s website (https://corporate.sbbnorden.se/en/section/offentliga-hus-offer/).
The extended acceptance period of the Offer continues to run until 29 April 2021. Payment of consideration to shareholders accepting the Offer during the extended acceptance period is expected to begin around 7 May 2021.
SBB reserves the right to extend the acceptance period for the Offer. However, should an extension of the acceptance period be resolved, there will be no delay in payment of consideration to those shareholders who have already accepted the Offer.
For further information, please contact:
Ilija Batljan, CEO and Founder of Samhällsbyggnadsbolaget i Norden AB, [email protected]
The information was sent for publication, through the agency of the contact person set out above, on
26 April 2021 at 14:15 (CET).
Important information
This press release does not constitute an offer to buy or sell shares, nor does it constitute an invitation to offer to buy or sell shares.
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that an additional registration document be prepared or registration effected or that any other measures be taken in addition to those required under Swedish law.
The distribution of this press release and any related offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, SBB disclaims any responsibility or liability for the violations of any such restrictions by any person.
This press release is not an offer for sale of securities in the United States. The shares to be delivered in connection with the Offer have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered, sold, pledged, delivered or otherwise transferred in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws.
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders in, any jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further registration documents, filings or other measures in addition to those required under Swedish law.
The Offer is not directed to shareholders resident in jurisdictions outside the European Economic Area, with exception for professional investors in the United Kingdom and, consequently, the Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of holders from such jurisdiction. Professional investors in the United Kingdom refers to persons who (i) have professional experience in matters relating to investments falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”)), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are existing Noteholders or other persons falling within Article 43 of the Financial Promotion Order, (iv) are outside the United Kingdom, or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of SBB. Any such forward-looking statements speak only as of the date on which they are made and SBB has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.