After the end of the initial acceptance period on 20 December 2019, SBB controlled 149,440,375 common shares and 9,087,963 preference shares in Hemfosa (representing approximately 87.8 percent of outstanding shares and approximately 88.1 percent of the votes in Hemfosa). Since then, SBB has acquired 2,579,851 common shares in the market (at prices not exceeding the Offer price), representing approximately 1.4 percent of outstanding shares in Hemfosa, corresponding to approximately 1.5 percent of the votes. As of today, 3,234,108 common shares and 251,235 preference shares have been tendered in the Offer during the extended acceptance period through unconditional acceptances (representing approximately 1.9 percent of outstanding shares and approximately 1.9 percent of the votes in Hemfosa). As of today, SBB thus controls 155,254,334 common shares and 9,339,198 preference shares in Hemfosa, representing approximately 91.2 percent of outstanding shares in Hemfosa, corresponding to approximately 91.6 percent of the votes. SBB may acquire additional shares in Hemfosa in the market.
“It feels great to now be able to complete the acquisition and continue our journey as Nordics’ largest social infrastructure property owner.” said Ilija Batljan, CEO and founder of SBB.
As previously announced, the extended acceptance period runs up to and including 15 January 2020. Settlement for shares tendered no later than 10 January 2020 during the extended acceptance period in the Offer is expected to commence on or around 16 January 2020. Settlement for shares tendered during the extended acceptance period in the Offer, but for which acceptances are received after 10 January 2020, is expected to commence on or around 23 January 2020.
As previously announced, elections made under the Mix & Match Facility will not be possible to cater for, due to practical reasons, with regard to acceptances received after the initial acceptance period. In practice, Hemfosa shareholders accepting the Offer under the extension, will thus receive the base case consideration in the Offer. Further, it should be noted that, due to the payment of dividends on the common shares and the preference shares in Hemfosa with a record date 10 January 2020, the cash consideration in the Offer will be reduced correspondingly.
SBB intends to initiate a compulsory acquisition procedure under the Swedish Companies Act to acquire all shares not tendered in the Offer or acquired in the market. In addition, SBB intends to promote a de-listing of the Hemfosa shares from Nasdaq Stockholm.
SBB reserves the right to extend the acceptance period for the Offer and to postpone the settlement date. Since the Offer is now unconditional, the shareholders who have accepted the Offer, or will accept the Offer, have no right to withdraw acceptances.