2022 nr. 14 – Announcement of extension of offer period
Aalborg, 22. november 2022
Ahlsell Danmark ApS ("Ahlsell") extends the offer period of the offer to the holders of approx. 24.51% af the shares in Sanistål A/S ("Sanistål").
On 24 May 2022, Ahlsell announced that Ahlsell had entered into conditional share purchase agreements (the "Share Purchase Agreements") with Danske Bank A/S, Nordea Bank Abp, Jyske Bank A/S and Nykredit Bank A/S (the "Major Shareholders") to acquire approximately 75.49% of the shares in Sanistål at a price of DKK 58 per share.
In addition, Ahlsell announced that they would make a recommended conditional voluntary public offer (the "Offer") to purchase the remaining approximately 24.51% of the shares held by all shareholders other than the Major Shareholders at a price of DKK 85 per share, please refer to company announcement no. 8 / 2022.
On 7 June 2022, Ahlsell published the offer document (company announcement no. 9 / 2022), setting out the terms and conditions of the Offer. On 24 October 2022, Ahlsell announced that the offer period was extended to 24 November 2022 at 05.00 pm (CET), cf. company announcement no. 13 / 2022.
Today, Ahlsell informed Sanistål that Ahlsell decided to further extend the offer period in accordance with the terms and conditions of the offer document. Ahlsell has informed that the decision is based on necessary regulatory approvals still being pending.
The offer period is extended to 22 December 2022 at 5.00 pm (CET). Other than the extension of the offer period, the terms and conditions of the Offer remain unchanged. Reference is made to the attached announcement from Ahlsell informing of the extension of the offer period and the issuance of a supplement to the offer document.
Ahlsell has agreed with Sanistål and the Major Shareholders to postpone the deadline for fulfilment of the regulatory approvals-condition pursuant to the transaction agreement between Ahlsell and Sanistål (the "Transaction Agreement"), respectively the Share Purchase Agreements, from 24 November 2022 to 23 December 2022. Accordingly, the Transaction Agreement and the Share Purchase Agreements will for now remain in effect until and inclusive of 23 December 2022. The prolonged date has been determined by the parties to allow for necessary regulatory approvals.
Through purchases made during the offer period, Ahlsell as of 21 November 2022 owns 584,708 shares in Sanistål, corresponding to 4.90% of the total share capital. Ahlsell has informed that section 3.5 of the offer document shall be amended accordingly.
Ahlsell has been informed that on a preliminary basis acceptances have been received for 1,541,086 shares, equal to 12.92%, which together with shares already acquired and shares to be acquired by the share purchase agreements with the Major Shareholders, totals approximately 93.32% of the shares in Sanistål.
Thus, if the offer becomes unconditional and is completed Ahlsell expects to be able to compulsory acquire any other shares in Sanistål.
Chairman of the board of directors, Anders K. Bønding, may be contacted through Pia Kristensen, head of communications at Sanistål, tel. +45 9630 6000, mobile +45 4117 8617.
This message has been prepared in both English and Danish. In the event of any discrepancy between the English and Danish versions, the Danish version shall prevail.
Announcement by Ahlsell Danmark ApS.
The offer is made neither directly nor indirectly in any jurisdiction where this would constitute a violation of the legislation within the jurisdiction in question. This announcement and other documents regarding the offer must not be sent, forwarded or distributed in any other way within a jurisdiction where this would constitute a violation of legislation within said jurisdiction, including in particular in the United Kingdom, the United States, Canada, Japan, Australia or South Africa. This announcement does not constitute an offer or invitation to sell or buy shares in Sanistål A/S. The offer is made solely on the basis of an offer document prepared and published by Ahlsell Danmark ApS which will contain the complete terms and conditions of the offer. Shareholders in Sanistål A/S are encouraged to read the offer document and any associated documents as these will contain important information on the offer.
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