The Offer constitutes a so-called mandatory offer, following an acquisition of more than 30 percent of the total number outstanding shares and votes in Offentliga Hus made by SBB in December 2020, entailing an obligation to announce a public offer to the remaining shareholders in Offentliga Hus, which was made on 20 January 2021. The Offer was not subject to any completion conditions besides competition clearance, which was received on 17 February 2021. SBB is a large player within social infrastructure with a focus on community service properties in the Nordics and Swedish rent-controlled rental homes. It is SBB’s belief that the acquisition of Offentliga Hus and the consequently strengthened portfolio and increased geographic diversification will achieve an even stronger position as a partner to the Nordic welfare states and other important stakeholders.
SBB offers all shareholders in Offentliga Hus a consideration for each share in Offentliga Hus corresponding to either a cash consideration of SEK 15.41 per share (the Cash Consideration) or approximately 0.5 SBB D shares per share (the Share Consideration). For additional information, please refer to the Offer Document (only available in Swedish).
SBB is a large player within social infrastructure with a focus on social infrastructure in the Nordics and Swedish rent-regulated residentials. It is SBB’s belief that the acquisition of Offentliga Hus and the consequently strengthened portfolio and increased geographic diversification will achieve an even stronger position as a partner to the Nordic welfare states and other important stakeholders.
SBB’s Class D shares offer a predictable and stable yield. The dividend of the Class D share amounts to SEK 2 per share, with quarterly payments in July, October, January and April. Each Class D share entitles the holder to one-tenth (1/10) of a vote.
As of 15 March 2021, SBB owned, directly and indirectly, a total of 186,669,397 shares in Offentliga Hus, corresponding to approximately 72.93 per cent of the shares and votes in Offentliga Hus. SBB may, prior to or during the acceptance period, acquire, or enter into arrangements to acquire, additional shares in Offentliga Hus outside the Offer. Any such acquisitions or arrangements will be made in accordance with the Takeover rules and Swedish law and be disclosed in accordance with applicable rules.
Offentliga Hus has assembled an independent bid committee which will announce its opinion on the Offer and the motives for this opinion no later than two weeks before the end of the acceptance period. Aktiebolaget Fastator AB, Offentliga Nordic Property Holding SARL, CLBRM Private S.A., SICAR and Nordact AB have sold their shares to SBB, for a price not exceeding the price in the Offer, which entails that the board members Björn Rosengren, Carl Bildt, Pierre Ladow and Svante Bengtsson in Offentliga Hus are conflicted pursuant to item II.18 in the takeover rules for certain trading platforms and are thus prohibited to participate in matters related to the Offer in Offentliga Hus.
SBB offers all shareholders in Offentliga Hus as remuneration for each share in Offentliga Hus to receive either a cash consideration of SEK 15.41 (the Cash Consideration) or c. 0.5 SBB Class D shares (the Share Consideration). If you do not accept the Offer no further action is necessary. For additional information, please refer to the Offer Document (only available in Swedish).
If SBB becomes the owner of shares corresponding to more than 90 per cent of the shares in Offentliga Hus, SBB intends to initiate a buy-out of minority shareholders in accordance with the Swedish Companies Act, in order to acquire the remaining shares in Offentliga Hus. In conjunction thereto, SBB intends to promote a delisting of the shares in Offentliga Hus. A squeeze-out of minority shareholders generally takes 12-24 months.
Shareholders who are directly registered and wish to accept the Offer must submit a duly complete acceptance form to Nordea Issuer Services. The acceptance form must be sent by post, preferably in the enclosed pre-paid envelope, in ample time before the last day of the acceptance period so that it may be received by Nordea no later than 15:00 CET on 13 April 2021. Shareholders in SBB whose holdings are registered in the name of a nominee should instead contact their nominee in order to obtain information on how to accept the Offer.
The acceptance period runs between 16 March – 13 April 2021. The acceptance form must be sent by post, preferably in the enclosed pre-paid envelope, in ample time before the last day of the acceptance period so that it may be received by Nordea no later than 15:00 CET on 13 April 2021.
The Offer Document and the application form is held available on SBB’s, Swedbank’s and Nordea’s website on or around 15 March 2021. The Offer Document will also be available on the website of the Swedish Financial Supervisory Authority.
No. As the Offer constitutes a mandatory offer and competition clearance has been granted, there are no outstanding conditions for completion. A tendered application form during the acceptance period is thus binding for the parties and cannot be withdrawn.
Yes, there are two consideration alternatives, consideration in cash or consideration in shares (mutually exclusive). The ratio is fixed and is not subject to any change due to the share price development of SBB’s D-share.a
SBB will only pay out in whole (and no fractions of) SBB Class D shares to shareholders in Offentliga Hus who accept the Offer. If shareholders in Offentliga Hus submit a number of shares in the Offer that the remuneration in the Share Consideration does not amount to an even number of new SBB D shares the remuneration for surplus fractions will be paid out in cash.
The Offer implies a premium of approximately 20.9 per cent in comparison to the closing price on Nasdaq First North Premier for the Offentliga Hus share on 17 December 2020 (which was the final day of trading prior to SBB’s announcement that SBB had acquires 54.3 per cent of all shares and votes in Offentliga Hus).
Payment of the remuneration is expected to take place around 23 April 2021. SBB reserves the right to extend the acceptance period for the Offer and to postpone the settlement date. However, should an extension of the acceptance period be resolved, there will be no delay in payment of consideration to those who have already accepted the Offer.
Compensation for the fraction of SBB shares will occur at the same time as settlement of the Offer. Assuming that the acceptance period ends at 13 April 2021, settlement is expected to be begin around 23 April 2021.