Qben Infra AB (“Qben Infra” or the “Offeror”) is today pleased to launch an exchange offer, at the same terms and conditions set forth in the offer directed to the 140 largest shareholders that was announced on 31 May 2024, to all shareholders in ININ Group AS (“ININ Group”). A prospectus regarding the offer to acquire all shares in ININ Group with newly issued shares in Qben Infra as consideration (the “Offer”) has today been approved by the Swedish Financial Supervisory Authority (the “Offer Prospectus”).
The Offer Prospectus is available on Qben Infra’s website (www.qben.se) and on ABG Sundal Collier ASA’s website (www.abgsc.no). The acceptance period for the Offer has not commenced.
The acceptance period for the Offer commences on 5 November 2024 and ends on 11 November 2024 (the “Offer Period”).
Shareholders who want to accept the Offer must fill out and return the acceptance form, which tomorrow will be available on Qben Infra’s website (www.qben.se) and on ABG Sundal Collier ASA’s website (www.abgsc.no), by 16:30 hours CET on 11 November 2024 (subject to any extensions of the Offer Period) in accordance with the procedures and requirements set out in the Offer Prospectus. Shareholders who have already accepted the Offer do not need to undertake anything.
Shareholders who accept the Offer will receive 0.251107 newly issued shares in Qben Infra as offer consideration per share tendered in the Offer. After completion of the Offer and assuming 100% acceptance rate and 128,431,757 outstanding shares in ININ Group, the former ININ Group shareholders will own 45.3% of Qben Infra (49.3% when accounting for 22.5m warrants with strike price below NOK 6.3).
Qben Infra will form the parent company for the combined entity that will be a Swedish infrastructure compounder. Following completion of the Offer and Qben Infra’s listing on Nasdaq First North Premier Growth Market and subject to a 2/3 majority vote at ININ Group’s general meeting, Qben Infra will seek to apply for a de-listing of ININ Group at Euronext Growth.
For more information, please refer to the Offer Prospectus that in English will be made available tomorrow 5 November 2024 at http://www.qben.se and http://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 AB
Per Anderson (founder of Qben Infra)
Tel: +46 07 07 37 17 17
E-mail: 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; or to acquire 50 percent or more of the voting shares in a body corporate, within article 62 of the UK Financial Service and Markets Act 2000 (Financial Promotion) Order 2005.
Regardless of the previous, the Offeror reserves the right to approve that the Offer is accepted by persons not present or resident in Norway and/or Sweden if the Offeror, in its own opinion, assesses that the relevant transaction can be carried out in accordance with applicable laws and regulations.
To the extent permissible under applicable law or regulation, the Offeror or its brokers may purchase, or conclude agreements to purchase, shares in ININ Group, directly or indirectly, outside of the scope of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for ININ Group shares, such as warrants. These purchases may be completed via a market place at market prices or outside a market place at negotiated prices. Any information on such purchases will be disclosed as required by law or regulation in Norway and/or Sweden.
Forward-looking information
Statements in this press release relating to future status and circumstances, including statements regarding future performance, growth and other projections as well as 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”, “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. Actual results may differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of the Offeror. Any such forward-looking statements speak only as of the date on which they were made and the Offeror 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.
