10/24/2022 7:07 AM Announcement of extension of offer period
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 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 6 September 2022, Ahlsell announced that the offer period was extended to 24 October 2022 at 05.00 pm (CET), cf. company announcement no. 12 / 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. Due to the transaction's close connection to Denmark, the European Commission has referred the Danish aspects of the transaction to be handled by the Danish competition authorities. This is considered a customary part of a competition approval for entities in markets as Ahlsell and Sanistål but it has made the process longer than initially expected. Ahlsell has not become aware of any issues that reduce the possibility for obtaining an approval in due course, and Ahlsell still expects to receive such approval
The offer period is extended to 24 November 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.
Through purchases made during the offer period, Ahlsell as of 21 October 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.
Ahsell has been informed that on a preliminary basis acceptances have been received for 1,524,017 shares, equal to 12.78%, which together with shares already acquired and shares to be acquired by the share purchase agreements with the Major Shareholders, totals approximately 93.17% of the shares in Sanistål.
Thus, if the offer becomes unconditional and is completed Ahsell 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.