Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Informationsteknik |
Industri | Elektronisk utrustning |
2024-06-21 16:30:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN THE AUSTRALIA, BELARUS, CANADA, HONG KONG, INDIA,
JAPAN, NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL
Reference is made to the offer document dated 31 May 2024 (the "Offer Document")
for the share exchange offer directed to the 140 largest shareholders (the
"Selected shareholders") in ININ Group ("ININ" or the "Company") (the "Offer").
With reference to the Offer Document sections 2.8 (Offer Period), the Offeror
herby announces an extension of the Offer Period until 28 June 2024 16:30 CET.
The Offeror is pleased to announce that subject to customary verification from
the Offeror's receiving agent, the Offeror has received acceptances under the
Offer for a number of shares which, taken together with shares that have been
pre-accepted, represents approximately 68% of the total outstanding share
capital of ININ. Including warrants, options and shares on total return swap
agreements, the pre-accepting and accepting shareholders control approximately
73% of the share capital on a fully diluted basis of ININ Group.
The Offeror maintains its right to in its sole discretion (one or more times) to
further extend the Offer Period on the terms and conditions set out in the Offer
Document, but under no circumstances beyond 9 August 2024 at 24:00 (CET).
The offer to ININ shareholders is an offer consideration in form of 0.251107
newly issued shares in Qben Infra per share in ININ (the "Offer Consideration").
After completion of the Offer and assuming 100% acceptance rate, ININ Group
shareholders will own 48.7% of Qben Infra.
All terms and conditions of the Offer as set out in the Offer Document (other
than the amendments pursuant to this announcement) remain unchanged. Completion
of the Offer is subject to the fulfilment or waiver by the Offeror of the
closing conditions set out in the Offer Document.
Shareholders that want to accept the Offer must fill out and return the
acceptance form which is included in the Offer Document, by 16:30 hours CET on
28 June 2024 (subject to any extensions of the offer period) in accordance with
the procedures and requirements set out in the offer document.
Acceptances of the Offer already received will remain binding and there is no
need for shareholders that have already accepted the Offer to take any further
action to confirm such acceptances.
An offer on the same terms will follow to remaining shareholders that have not
received the Offer and such offer will include a prospectus relating to Qben
Infra AB and the Offer Consideration ("Retail Exchange Offer"). The Retail
Exchange Offer is expected to be launched during second half of 2024, with the
acceptance period in any event ending prior to listing of the Offeror's shares
on First North Premier. The Retail Exchange Offer will include the same set of
conditions as the Offer and is expected to close at the same time.
The complete terms and conditions of the Offer, including procedures for
accepting the Offer, are set out in the Offer Document. The Offer may only be
accepted on the basis of, and by following the procedures in, the Offer
Document.
For more information, please refer to the offer document that will be
distributed to Selected Shareholders and made available at www.abgsc.no.
Advisers
ABG Sundal Collier ASA is acting as financial adviser and receiving agent and
Advokatfirma DLA Piper is acting as legal adviser to the Offeror in the process.
Contact information
Qben Infra
Per Anderson
VD Qben Infra
Tel: +46 07 07 37 17 17, E-post: per@kvalitetsbygg.se
Important notice
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 offer document is prepared or registration effected or that any other
measures are taken in addition to those required under Norwegian and/or Swedish
law.
This press release and any related Offer documentation are not being distributed
and must not be mailed or otherwise distributed or sent in or into any country
in which the distribution or offering would require any such additional measures
to be taken or would be in conflict with any law or regulation in such country -
any such action will not be permitted or sanctioned by the Offeror. Any
purported acceptance of the Offer resulting directly or indirectly from a
violation of these restrictions may be disregarded.
The Offer is not being and will not be made, directly or indirectly, in or into,
by use of mail or any other means or instrumentality of interstate or foreign
commerce of, or any facilities of a national securities exchange of Australia,
Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South
Africa, Switzerland or the United States. This includes, but is not limited to
facsimile transmission, electronic mail, telex, telephone, the internet and
other forms of electronic transmission. The Offer cannot be accepted and shares
may not be tendered in the Offer by any such use, means, instrumentality or
facility of, or from within Australia, Belarus, Canada, Hong Kong, India, Japan,
New Zealand, Russia, Singapore, South Africa, Switzerland or the United States
or by persons located or resident in Australia, Belarus, Canada, Hong Kong,
India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the
United States. Accordingly, this press release and any related Offer
documentation are not being and should not be mailed or otherwise transmitted,
distributed, forwarded or sent in or into Australia, Belarus, Canada, Hong Kong,
India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the
United States or to any person who is from or is located or resident in
Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia,
Singapore, South Africa, Switzerland or the United States. For purposes of this
section, "United States" refers to the United States of America (its territories
and possessions, any state of the United States and the District of Columbia).
Any purported tender of shares in the Offer resulting directly or indirectly
from a violation of these restrictions will be invalid and any purported tender
of shares made by a person located in Australia, Belarus, Canada, Hong Kong,
India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the
United States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from or within
Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia,
Singapore, South Africa, Switzerland or the United States will be invalid and
will not be accepted. Each person who holds shares and participates in the Offer
will certify to not being from, being located in or participating in the Offer
from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia,
Singapore, South Africa, Switzerland or the United States and not acting on a
non-discretionary basis for a principal that is from, is located in or giving
order to participate in the Offer from Australia, Belarus, Canada, Hong Kong,
India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the
United States. The Offeror will not deliver any consideration relating to the
Offer to Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand,
Russia, Singapore, South Africa, Switzerland or the United States. This press
release is not being, and must not be, sent to shareholders with registered
addresses in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand,
Russia, Singapore, South Africa, Switzerland or the United States. Banks,
brokers, dealers and other nominees holding shares for persons in Australia,
Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South
Africa, Switzerland or the United States must not forward this press release or
any other document related to the Offer to such persons.
The Offer, the information and documents contained in this press release are not
being made and have not been approved by an authorised person for the purposes
of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, the information and documents contained in this press release are
not being distributed to, and must not be passed on to, the general public in
the United Kingdom except where there is an applicable exemption. The
communication of the information and documents contained in this press release
is exempt from the restriction on financial promotions under section 21 of the
FSMA on the basis that it is a communication by or on behalf of a body corporate
which relates to a transaction to acquire day to day control of the affairs of a
body corporate