12/23/2022 11:17 AM Ahlsell Danmark ApS announces the final result and completion of its public offer for shares in Sanistål A/S
Ahlsell Danmark ApS to complete offer and will hold 97.61% of the total share capital and voting rights upon settlement
In accordance with the offer document dated 7 June 2022, as supplemented, Ahlsell Danmark ApS hereby announces the final result of its recommended conditional voluntary public offer to the ordinary shareholders of Sanistål A/S of DKK 85 per share.
The final counting of acceptances shows that Ahlsell Danmark ApS has received valid acceptances of the voluntary public offer for a total of 17.22% of the share capital and voting rights in Sanistål A/S.
As announced on 22 December 2022, Ahlsell Danmark ApS has already acquired 9,000,909 shares, equal to approximately 75.49% of the share capital and voting rights in Sanistål from each of Danske Bank A/S, Jyske Bank A/S, Nordea Bank Abp and Nykredit Bank A/S. In addition, Ahlsell Danmark ApS has acquired 584,708 shares, equal to approximately 4.90% of the share capital and voting rights in Sanistål through open market purchases prior to and during the offer period.
Accordingly, upon settlement of the voluntary offer, Ahlsell Danmark ApS will own a total of 11,639,388 shares in Sanistål A/S, accounting for 97.61% of the share capital and voting rights in Sanistål A/S.
All conditions of the offer have been satisfied and Ahlsell Danmark ApS has accordingly decided to complete the voluntary offer.
Settlement and compulsory acquisition
The offer is expected to be settled on 29 December 2022.
Ahlsell Danmark ApS will as soon as possible following settlement initiate a compulsory acquisition of the shares held by remaining minority shareholders of Sanistål A/S in accordance with the relevant provisions set out in the Danish Companies Act and the offer document. In connection with the compulsory acquisition, it is expected that Sanistål A/S will apply for a delisting of its shares from Nasdaq Copenhagen.
The compulsory acquisition will be made at a price of DKK 85 (corresponding to the price in the voluntary offer) per share. The compulsory acquisition will be completed following a four weeks’ period whereby Ahlsell Danmark ApS will own 100% of the shares in Sanistål A/S.
Additionally, Ahlsell Danmark ApS has requested the board of directors of Sanistål A/S to call for an extraordinary general meeting at which it will propose that new members to the board of directors of Sanistål A/S are elected. The extraordinary general meeting will be held on 13 January 2023.
As previously announced, the completion of the share purchase agreements resulted in Ahlsell Danmark ApS acquiring control over Sanistål A/S. Pursuant to section 45 of the Danish Capital Markets Act and the Danish Takeover Order, Ahlsell Danmark ApS is in principle obligated to launch a mandatory offer for the remaining shares in Sanistål A/S. However, Ahlsell Danmark ApS has applied for an exemption from the obligation to make a mandatory offer due to the expected compulsory acquisition. The application for an exemption is currently being processed by the Danish Financial Supervisory Authority.
For questions about this announcement, Ahlsell Danmark ApS or the Ahlsell Group, please contact Claes Seldeby, Group CEO, Ahlsell AB (publ), +46-8-685 70 00, email@example.com.
Brøndby, Denmark, 23 December 2022
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.