2022 no 20 - Ahlsell announces the result of and decision of completion of offer from Ahlsell (UK)
Aalborg, 23. December 2022
Ahlsell Danmark ApS ("Ahlsell") has today announced the result of the Offer (as defined below) from Ahlsell to the minority shareholders in Sanistål A/S ("Sanistål"). The counting shows that Ahlsell has received valid acceptances from minority shareholders holding in total 17.22% of the share capital and voting rights.
Background
On 7 June 2022, Ahlsell announced a recommended, conditional voluntary public offer (the "Offer") to acquire the approx. 24.51% of the shares owned by all other shareholders than the Major Shareholders (as defined below) at a price of DKK 85 per share, see company announcement no. 8 / 2022. Pursuant to the offer document, including subsequent supplements hereto, the Offer expired on 22 December 2022.
On 22 December 2022, Ahlsell announced that Ahlsell had completed the purchase of approx. 75.49% of the shares in Sanistål pursuant to the conditional share purchase agreements with Danske Bank A/S, Nordea Bank Abp, Jyske Bank A/S and Nykredit Bank A/S (the "Major Shareholders") entered into on 24 May 2022.
Result and completion of the Offer
The counting of acceptances shows that Ahlsell has received valid acceptances of the Offer from a total of 17.22% of the total share capital and total voting rights. Additionally, Ahlsell holds in total 80.39% of the total share capital and the total voting rights.
All conditions of the Offer have been fulfilled, and Ahlsell has accordingly decided to close and complete the Offer. Reference is made to the announcement from Ahlsell, which is attached to this company announcement.
Upon completion of the Offer, Ahlsell will therefore own 97.61% of the total share capital and total voting rights.
Closing and settlement
The Offer will expectedly be settled in cash on 29 December 2022.
As announced by Ahlsell in the offer document, please refer to company announcement no. 9 / 2022, Ahlsell will shortly initiate a compulsory acquisition of the remaining minority shareholders. In connection with the compulsory acquisition Sanistål will request Nasdaq Copenhagen A/S to have Sanistål's shares removed from trading and official listing.
Further information
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.
Attachments
Announcement by Ahlsell Danmark ApS.
Disclaimer
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.
Attachment
