SBB publishes information document regarding the share issue under the buy-back offer

IMPORTANT INFORMATION
This press release contains important information which should be read carefully before any decision is made with respect to the Buy-back Offer. If any holder is in any doubt as to the action it should take or is unsure of the impact of the Buy-back Offer, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any holder whose securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Buy-back Offer. Neither the Company nor DNB Carnegie Investment Bank (the “Financial Adviser”) nor their respective directors, employees or affiliates makes any recommendation as to whether holders should participate in the Buy-back Offer.
 
Offer and Distribution Restrictions
This press release does not constitute an invitation to participate in the Buy-back Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this press release in certain jurisdictions may be restricted by law. Persons into whose possession this press release comes are required by each of the Company and the Financial Adviser to inform themselves about and to observe any such restrictions.
 
United States
The Buy-back Offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (the “Securities Act”)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this press release and any other documents or materials relating to the Buy-back Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and securities cannot be tendered in the Buy-back Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of securities in the Buy-back Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of securities made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
 
The Buy-back Offer is not an offer of securities for sale in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act.
 
Each holder of securities participating in the Buy-back Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Buy-back Offer from the United States, or it is acting on a nondiscretionary basis for a principal located outside the United States that is not giving an order to participate in the Buy-back Offer from the United States and who is not a U.S. Person. For the purposes of this and the above paragraph, “United States” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
 
General
Neither this press release nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell securities (and tenders of securities for purchase pursuant to the Buy-back Offer will not be accepted from holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Buy-back Offer to be made by a licensed broker or dealer and the Financial Adviser or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Buy-back Offer shall be deemed to be made by such affiliate, as the case may be, in such jurisdiction.
 
Further, the Buy-back Offer does not constitute or form part of (i) a prospectus within the meaning of Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public and admitted to trading on a regulated market, and repealing Directive 2003/71/EC, nor (ii) a tender offer document as referred to in Chapter 2 a of the Swedish Financial Instruments Trading Act (Sw. lag om handel med finansiella instrument (1991:980), as amended). Each holder participating in the Buy-back Offer will be deemed to give certain other representations in respect of the other jurisdictions referred to above and generally as set out in the buy-back form for participating in the Buy-back Offer available from the Financial Adviser. Any tender of securities for purchase pursuant to the Buy-back Offer from a holder that is unable to make these representations will not be accepted.
 
The Company reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of securities for purchase pursuant to the Buy-back Offer, whether any such representation given by a holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender or submission may be rejected.