INISSION AB COMMENCES ITS MANDATORY PUBLIC TENDER OFFER FOR ALL
SHARES IN ENEDO PLC
Enedo Plc / Stock Exchange Release 8 September
2022 at 12:15
INISSION AB COMMENCES ITS MANDATORY
PUBLIC TENDER OFFER FOR ALL SHARES IN ENEDO PLC
Not to be published
or distributed, directly or indirectly, in
Australia, Canada, China, Hong Kong, Japan, New
Zealand, Singapore, South Africa or in the United States
or in any other jurisdiction where prohibited by
applicable law.
Inission AB, a North European contract
manufacturer listed on Nasdaq First North Growth Market Stockholm,
has on July 1, 2022, notified that Inission AB has increased the
ownership in Enedo to 80,43%. Inission AB has also earlier on
August 1, 2022, notified that it has published the Mandatory public
tender offer for all shares in Enedo Plc.
Inission AB has today notified that it commences
its Mandatory public tender offer for all shares in Enedo Plc.
More information on the Offer and related
transactions can be found in Inission AB’s release attached to this
stock exchange release.
Enedo’s Board has on 5 September 2022 published
its view of the Offer in accordance with the Finnish Securities
Markets Act. Enedo's board of directors considers that the
Offer and the amount of consideration offered for its shares are
fair for Enedo's shareholders.
Olle Hulteberg, who is both Inission’s and
Enedo’s Chairman of the Board, and Fredrik Berghel, who is both
Inission’s and Enedo’s Board Member, have informed Enedo that they
will not participate in Enedo’s Board work until the end of the
tender offer process.
ENEDO PLC
Mikael Fryklund
President and CEO
For further information please contact Mr.
Mikael Fryklund, CEO, tel. +358 40 500 6864.
DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
About Enedo
Enedo is a European designer and producer of
high-quality electronic power supplies and systems for critical
equipment even in the most demanding environments. Enedo´s mission
is to make electricity better – more reliable, more secure, more
energy efficient – and just right to fit its purpose. Enedo´s three
main product categories are Led Drivers, Power supplies and Power
Systems. In 2021 the group´s revenue was EUR 36,4 million. Enedo
has 330 employees, and its main functions are located in Finland,
Italy, Tunisia and USA. The group´s head office is in Finland and
parent company Enedo Oyj is listed on Nasdaq Helsinki Oy.
Attachment:
Inission AB / Stock Exchange Release 8 September
2022 at 9:00 EET
INISSION AB COMMENCES ITS MANDATORY
PUBLIC TENDER OFFER FOR ALL SHARES IN ENEDO PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG, OR IN
ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE
PROHIBITED BY APPLICABLE LAW. FOR FURTHER INFORMATION, SEE SECTION
“IMPORTANT INFORMATION” BELOW.
Inission AB (“Inission” or the “Offeror”) has,
through share purchases executed on 1 July 2022, acquired a total
of 21 113 257 shares in Enedo Plc (“Enedo” or the
“Company”) from certain major shareholders of Enedo. As a result of
the share purchases, Inission’s shareholding in Enedo increased to
a total of 55 113 257 shares, corresponding approximately
to 80.43 per cent of all the shares and relating voting rights in
the Company. Consequently, Inission’s holding in Enedo exceeded 50
per cent of the shares and voting rights carried by Enedo’s shares
and Inission is thereby obligated to launch a mandatory public
tender offer for all shares and securities entitling to shares in
Enedo (the “Tender Offer”) in accordance with the Securities
Markets Act.
The Finnish Financial Supervisory Authority has
on 7 September 2022 approved the Finnish language version of the
tender offer document (including exemption document) relating to
the Tender Offer (the “Tender Offer Document”). The acceptance
period under the Tender Offer will commence on 8 September 2022 at
9:30 a.m. (Finnish time) and expire on 29 September 2022 at 4:00
p.m. (Finnish time) (the “Offer Period”), unless the Offer Period
is continued, or extended Offer Period discontinued pursuant to the
terms and conditions of the Tender Offer.
The Tender Offer Document will be available in
electronic format from 8 September 2022 onwards online in Finnish
at: www.inission.com/investor-relations/enedo-related/.
The Tender Offer Document will be also available
in Finnish at the headquarters of Inission Lantvärsngatan 4, 652
21, Karlstad, Sweden as well as at Nasdaq Helsinki Ltd.,
Fabianinkatu 14, 00100 Helsinki, Finland.
The cash consideration to be offered in the
Tender Offer for each Enedo share validly tendered in accordance
with the terms and conditions of the Tender Offer will be EUR 0.26
(the “Offer Price”). Alternatively, Inission will also offer a
share consideration whereby 0.086 new Inission Class B shares
listed on Nasdaq First North Growth Market Sweden are offered for
each Enedo share validly tendered in accordance with the terms and
conditions of the Tender Offer.
In accordance with Chapter 11, Section 15 of the
Finnish Securities Markets Act, a mandatory public tender offer may
only be subject to obtaining the necessary regulatory approvals.
The Tender Offer is not subject to any regulatory approvals.
Most of the Finnish book-entry account operators
are expected to send a notification of the Tender Offer, including
instructions and the relevant acceptance form to their customers
who are registered as shareholders in the shareholders’ register of
Enedo maintained by Euroclear Finland Oy.
Shareholders of Enedo who do not receive such
instructions or an acceptance form from their account operator or
asset manager, can contact Evli Plc. by telephone +358 9 4766 9573
(Mon-Fri between 9 a.m. and 16 p.m., Finnish time) or by email
operations@evli.com in order to receive the necessary information
and submit their acceptance of the Tender Offer.
A shareholder in Enedo whose shareholdings are
registered in the name of a nominee and who wishes to accept the
Tender Offer shall effect such acceptance in accordance with the
nominee’s instructions.
The Offeror will announce the preliminary result
of the Tender Offer on or about the first (1st) Finnish banking day
following the expiry of the Offer Period or, if applicable, the
extended or discontinued extended Offer Period. The Offeror will
announce the final result on or about the third (3rd) Finnish
banking day following the expiry of the Offer Period or, if
applicable, the extended or discontinued extended Offer Period.
The announcement of the final result will
confirm the percentage of the shares that have been validly
tendered and not properly withdrawn.
As permitted under Finnish law and other
applicable law or regulation, the Offeror may purchase shares in
Enedo also outside the Tender Offer on Nasdaq Helsinki Ltd. or
otherwise prior to the expiry of the Offer Period or any extended
Offer Period or subsequent Offer Period at a price that does not
exceed the Offer Price, as the case may be.
The terms and conditions of the Tender Offer are
enclosed in their entirety to this stock exchange release (Appendix
1).
Jonver Capital Oy acts as the financial advisor,
Evli Plc acts as the issuer agent and Bird & Bird Attorneys
Ltd. acts as the legal advisor to Inission in the Tender Offer.
Inission AB
THE BOARD OF DIRECTORS
For further information please
contact
Fredrik Berghel, CEO Inission
+46 732 02 22 10
fredrik.berghel@inission.com
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE
DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR
HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND
AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES
OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN,
AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN OR INTO, THE UNITED
STATES CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG.
INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE
BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT.
OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION
WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY
APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION
OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN
IN FINLAND.
***
About Inission
Inission is a profitable total supplier that
offers demanding industrial customers in the Nordic region complete
electronic and mechanical products of the highest quality.
Inission’s services cover the entire product life cycle, from
development and design to industrialization, volume production and
aftermarket. By combining this with logistics services and a
production based on high flexibility, customer adaptation and short
lead times, our offer becomes very competitive. Inission has
factories in Sweden, Finland, Norway and Estonia.
The revenue of Inission for the financial period
ended on 31 December 2021, was approximately SEK 1 003 million
(approximately EUR 94 million) and it employs approximately 520
people. Inission is listed on Nasdaq First North Growth Market
Sweden with Nordic Certified Adviser AB (info@certifiedadviser.se,
+46 707 94 90 73) as a certified adviser. The company’s reports are
filed under:
www.inission.com/investor-relations
Inission AB: reg.no./org.nr 556747-1890
Lantvärnsgatan 4,
652 21 Karlstad
Appendix 1:
Terms and conditions of Tender Offer
Object of the Tender Offer
Inission AB (the "Offeror" or “Inission”) offers
to acquire all of the issued and outstanding shares in Enedo Plc
(the "Company or “Enedo”) which are not held by the Company or the
Offeror through a mandatory public tender offer in accordance with
Chapter 11 of the Securities Markets Act (746/2012, as amended, the
“Securities Markets Act”) and on the terms and subject to the
conditions set forth below in the tender offer (the "Tender
Offer”).
Enedo has issued a total of 68 523 193
shares (“Share”), of which 55 113 257 are held by Inission and
69 249 by Enedo itself. Accordingly, a total of 13
340 687 shares in Enedo are subject to the Tender Offer.
Offer Price and
Consideration
Inission offers a cash consideration of EUR 0.26
for each Enedo share (the “Cash Consideration” or the “Offer
Price”) or, alternatively, as share consideration 0.086 new
Inission Class B shares for each Enedo Share (the “Share
Consideration”) provided that the Shares have been validly tendered
in accordance with the terms and conditions of the Tender Offer. A
shareholder of Enedo shall only choose either the Cash
Consideration or the Share Consideration if the shareholder of
Enedo wishes to accept the Tender Offer. To the extent the number
of the new Inission Class B shares to be received by an Enedo
shareholder who has accepted the Tender Offer against the Share
Consideration is not a whole number, the fractions of new Inission
Class B shares shall be combined and sold on Nasdaq First North
Growth Market Sweden on behalf and for the benefit of the
shareholders entitled to the fractions, and the average selling
price proceeds of such sales, deducted by direct selling costs,
will be accounted to the Enedo shareholders in question pro rata to
the fractions held by such shareholders. The payment of the
fractions shall be made in euros.
The new Inission Class B shares to be issued
under Swedish law as Share Consideration shall entitle to full
shareholder rights as of the registration of the shares, provided,
however that any transactions with such shares require the transfer
of the said shares from the Finnish book-entry system, where they
are in custody, to the Swedish book-entry system. The ISIN code of
the Inission Class B shares is SE0016275069. The shares issued as
Share Consideration are denominated in Swedish krona. The new
Inission B shares to be issued as Share Consideration shall be
applied for admission to trading on Nasdaq First North Growth
Market Sweden together with other Inission B shares and thus there
is no intention to apply such shares for admission to trading on
any regulated market.
Offer Period
The Offer Period commences on 8 September 2022
at 9:30 am (Finnish time) and expires on 29 September 2022 at 4:00
pm (Finnish time) (the "Offer Period"), unless the Offer Period is
continued or extended Offer Period is discontinued as set forth
below. The Offer Period shall, however, be at least three (3)
weeks.
Inission may extend the Offer Period at any time
during the Offer Period by giving notice of the extension of the
Offer Period. If Inission extends the Offer Period, the Offer
Period will expire on the new date and at the time to which
Inission extends the Offer Period, unless the extended Offer Period
is discontinued as set forth below. Inission will give notice of a
possible extension of an already extended Offer Period at the
latest during the extended Offer Period. The maximum duration of
the Offer Period (including any extended Offer Period) is ten (10)
weeks, unless extended due to a particular obstacle in accordance
with the Regulations and Guidelines 9/2013 (as amended) issued by
the FIN-FSA.
Should Inission discontinue the extended Offer
Period, Inission will announce its decision thereon as soon as
possible after such decision has been made, and in any case at
least two (2) weeks before the expiry of the extended Offer Period
to be discontinued. If Inission discontinues the extended Offer
Period, the extended Offer Period will expire on such earlier date
and at the time indicated in such announcement made by
Inission.
Obligation to Increase the Tender Offer
and to Pay Compensation
Inission reserves the right to acquire shares
also in public trading on Nasdaq Helsinki or otherwise before the
commencement of the Offer Period, during the Offer Period
(including any extended Offer Period) and/or after the Offer
Period.
If Inission or any party referred to in Chapter
11, Section 5 of the Finnish Securities Market Act acquires, before
the expiry of the Offer Period, the shares at a higher price than
the Offer Price or otherwise on terms that are more favorable than
those of the Tender Offer, Inission must in accordance with Chapter
11, Section 25 of the Finnish Securities Market Act amend the terms
and conditions of the Tender Offer to correspond to this
acquisition on more favorable terms (obligation to increase the
offer). Inission shall then, without delay, make public the
triggering of the obligation to increase the offer and pay, in
connection with the completion of the Tender Offer, the difference
between the acquisition on more favorable terms than those of the
Tender Offer and the consideration offered in the Tender Offer to
those holders of securities who have accepted the Tender Offer.
If Inission or any party referred to in Chapter
11, Section 5 of the Finnish Securities Market Act acquires, during
the nine (9) months following the expiry of the Offer Period,
shares at a higher price than the Offer Price or otherwise on terms
that are more favorable than those of the Tender Offer, Inission
must in accordance with Chapter 11, Section 25 of the Finnish
Securities Market Act compensate those holders of securities who
have accepted the Tender Offer for the amount equal to the
difference between the acquisition on more favorable terms and the
consideration offered in the Tender Offer (obligation to
compensate). Inission shall then, without delay, make public the
triggering of the obligation to compensate and pay the difference
between the acquisition on more favorable terms than those of the
Tender Offer and the consideration offered in the Tender Offer
within one (1) month after the triggering of the obligation to
compensate to those holders of securities who have accepted the
Tender Offer.
In accordance with Chapter 11, Section 25,
Subsection 5 of the Finnish Securities Market Act, the obligation
to compensate shall, however, not be triggered in case the payment
of a higher price than the Offer Price is based on an arbitral
award pursuant to the Finnish Companies Act, provided that Inission
or any party referred to in Chapter 11, Section 5 of the Finnish
Securities Market Act has not offered to acquire shares on terms
that are more favorable than those of the Tender Offer before or
during the arbitral proceedings.
Acceptance Procedure of the Tender
Offer
The Tender Offer must be accepted separately for
each book-entry account. A shareholder of Enedo must have a cash
account in a financial institution operating in Finland. In
addition, the shareholder who chooses the Share Consideration must
have a book-entry account. A shareholder may only accept the Tender
Offer unconditionally and for every share on the book-entry account
mentioned in the acceptance form at the moment when (i) the trades
for the Enedo shares tendered against the Cash Consideration are
executed (see "Terms of Payment and Settlement of Shares - Cash
Consideration") or (ii) the Enedo shares tendered against the Share
Consideration are transferred to Inission’s book-entry account (see
"Transfer of Ownership - Share Consideration"). A shareholder may
accept the Tender Offer against the Share Consideration or the Cash
Consideration. Acceptance given during the Offer Period is
effective also until the end of any extended Offer Period or any
discontinued extended Offer Period.
Most of the Finnish book-entry account operators
will send a notification of the Tender Offer, including the
relevant instructions and an acceptance form, to their customers
who are registered as shareholders in the shareholders' register of
Enedo maintained by Euroclear Finland Oy (also ”Euroclear”).
Shareholders who do not receive such notification from their
account operator or asset manager can contact Evli Plc (email:
operations@evli.com, tel. + 358 9 4766 9573 Mon-Fri 9 a.m.-4 p.m.)
where such shareholders shall receive necessary information on how
to give their acceptance.
The shareholders in Enedo whose shareholdings
are registered in the name of a nominee and who wish to accept the
Tender Offer shall give such acceptance in accordance with the
nominee's instructions.
Pledged shares may only be tendered with the
consent of the relevant pledgee. The obtaining of such consent
shall be the responsibility of the relevant shareholder in Enedo.
The consent by the pledgee shall be delivered in writing to the
account operator.
A shareholder in Enedo who is registered as a
shareholder in the shareholders' register of Enedo and who wishes
to accept the Tender Offer shall submit a properly completed and
duly executed acceptance form to the account operator managing the
shareholder's book-entry account in accordance with its
instructions and within the time limit set by the account operator
or, in the case such account operator does not accept acceptance
forms such shareholders shall primarily contact its own custodian
bank and secondarily Evli Plc (email: operations@evli.com, tel. +
358 9 4766 9573 Mon-Fri 9 a.m.-4 p.m.) in order to get instructions
how to give their acceptance to tender the shares they own. The
acceptance form shall be submitted so that it is received during
the Offer Period or, if the Offer Period has been extended, during
such extended Offer Period, however, always in accordance with the
instructions of the relevant account operator.
A shareholder may only accept the Tender Offer
unconditionally and for every Share on the book-entry account owned
by the shareholder, however, taking into account the right to
withdraw the acceptance of the Tender Offer in accordance with the
terms and conditions of the Tender Offer. Inission shall be
entitled to reject any partial tender of the Shares on the same
book-entry account owned by the shareholder.
A shareholder who has validly accepted the
Tender Offer and who has not properly withdrawn its acceptance in
accordance with the terms and conditions of the Tender Offer may
not sell or otherwise dispose of the tendered Shares.
By accepting the Tender Offer an Enedo
shareholder authorizes the account operator managing his or her
book-entry account or its representative to enter a transfer
restriction or a sales reservation in respect of the Enedo shares
on his or her book-entry account (see "Terms of Payment and
Settlement of Shares"). Furthermore, an Enedo shareholder who has
accepted the Tender Offer authorizes the account operator managing
his or her book-entry account or its representative to sell all the
Enedo shares held by such shareholder to Inission in accordance
with the terms and conditions of the Tender Offer and to perform
other necessary entries and undertake any other measures necessary
for the technical completion of the Tender Offer. Furthermore, a
shareholder who has accepted the Share Consideration authorizes the
subscription of, on his or her behalf, the new Inission Class B
shares to be given as Share Consideration, to sell any fractional
new Inission Class B shares on behalf and for the benefit of the
shareholder in accordance with the terms and conditions of the
Tender Offer and to perform other necessary entries and undertake
any other measures necessary for the technical completion of the
Tender Offer.
The method of delivery of acceptance form is at
the shareholder's option and risk, and the delivery will be deemed
made only when actually received by such account operator. Inission
reserves the right to reject any acceptance given in an incorrect
or incomplete manner. By giving an acceptance on the Tender Offer,
the shareholder authorizes its account operator to disclose the
necessary personal data, the number of his/her/its book-entry
account and information concerning the acceptance to the parties
participating in executing the order or assignment for the purpose
of executing the trade and settlement.
Withdrawal Rights
The acceptance of the Tender Offer shall be
binding and it cannot be withdrawn, unless otherwise provided under
applicable law.
In accordance with Chapter 11, Section 16 of the
Finnish Securities Markets Act, the holders of the Shares validly
tendered may withdraw their acceptance during the Offer Period if
the Offer Period has lasted over ten (10) weeks and the Tender
Offer has not been completed. Withdrawing the acceptance during the
time the Tender Offer is valid is also possible in the event that a
third party announces a competing public tender offer for the
Shares before the execution of the sale and purchase of the
Shares.
In the possible event that the right to withdraw
exists, the proper withdrawal of the acceptance of the Tender Offer
requires that a written notice of withdrawal is submitted to the
same account operator to whom the acceptance form with respect to
such shares was submitted. In case of holdings that are registered
in the name of a nominee, the holder shall instruct the nominee to
submit the notice of withdrawal.
If a shareholder withdraws their acceptance of
the Tender Offer in accordance with the terms and conditions of the
Tender Offer, the transfer restriction or a sales reservation
registered on the tendered shares in the relevant book-entry
account will be removed as soon as possible and within
approximately three (3) Finnish banking days following the receipt
of a notice of withdrawal in accordance with the terms and
conditions of the Tender Offer.
A shareholder shall be entitled at any time
prior to the expiry of the Offer Period or, if the Offer Period has
been extended, prior to the expiry of such extended Offer Period,
to re-tender the withdrawn shares by following the acceptance
procedures described above in Section "Acceptance Procedure of the
Tender Offer".
A shareholder who has withdrawn their acceptance
shall pay the fees the account operator managing the relevant
book-entry account or the nominee may charge for withdrawals.
Technical Execution of the Tender
Offer
When the account operator has received the
acceptance in accordance with the terms and conditions of the
Tender Offer, a transfer restriction or a sales reservation shall
be entered on the relevant book-entry account. Upon the execution
trade under the Tender Offer or its settlement the transfer
restriction or the sales reservation shall be removed and the Cash
Consideration shall be paid to the shareholders.
When accepting the Tender Offer against Share
Consideration, the shareholder authorises the account operator
managing his or her book-entry account or its representative to
assign the tendered shares as contribution in kind to Inission as
the payment for the subscription price of the new Inission Class B
shares.
To the extent the number of the new Inission
Class B shares to be received by an Enedo shareholder who has
accepted the Tender Offer against the Share Consideration is not a
whole number, the fractions of new Inission Class B shares shall be
combined and sold on Nasdaq First North Growth Market Sweden or
otherwise on behalf and for the benefit of the shareholders
entitled to the fractions, and the average selling price proceeds
of such sales, deducted by direct selling costs, will be accounted
to the Enedo shareholders in question pro rata to the fractions
held by such shareholders.
Announcement of the Result of the Tender
Offer
Inission will announce the preliminary result of
the Tender Offer on or about the first (1st) Finnish banking day
following the expiry of the Offer Period or, if applicable, the
extended or discontinued Offer Period, and will announce the final
result on or about the third (3rd) Finnish banking day following
the expiry of the Offer Period or, if applicable, the extended or
discontinued Offer Period. The announcement of the final result
will confirm the percentage of the shares that have been validly
tendered and not properly withdrawn.
Terms of Payment and Settlement of
Shares
Cash Consideration
The sale and purchase of the shares validly
tendered in the Tender Offer against the Cash Consideration will be
executed approximately no later than on the fourth (4th) Finnish
banking day following the expiry of the Offer Period, or if the
Offer Period has been extended or discontinued, the expiry of the
extended or discontinued Offer Period (the ”Execution Date”). If
possible, the sale and purchase of the shares in regard to the
completion of the Tender Offer shall be executed on the Execution
Date on Nasdaq Helsinki if permitted by the rules applicable to
securities trading on Nasdaq Helsinki. Otherwise, the sale and
purchase of the validly tendered shares shall be executed outside
of Nasdaq Helsinki.
Settlement will be effected on or about the
Execution Date (the "Settlement Date”). The Cash Consideration will
be deposited on the Settlement Date into the bank account connected
to the shareholder's book-entry account or, in the case of
shareholders whose holdings are registered in the name of a
nominee, into the bank account specified in the acceptance form. If
the bank account of a tendering shareholder is with a different
banking institution than such shareholder's book-entry account, the
Cash Consideration will be paid to the shareholder's bank account,
in accordance with the schedule of money transactions between
banking institutions so that the payment will be received on the
shareholder's bank account within approximately two (2) banking
days after the Settlement Date, at the latest.
Share Consideration
After the expiry of the Offer Period, the Enedo
shares on a shareholder’s book-entry account will be exchanged to
new Inission Class B shares in the book-entry securities system in
accordance with the Share Consideration exchange ratio.
The new Inission Class B shares will be entered
on the book-entry accounts of the Enedo shareholders on or about
the fifteenth (15.) Finnish banking day following the expiry of the
Offer Period (including any extension of the Offer Period), when
the new Inission Class B shares have been registered with the
Swedish Companies Registration Office and into the book-entry
securities system.
To the extent the number of the new Inission
Class B shares to be received by an Enedo shareholder is not a
whole number, the proceeds accruing to the shareholder from the
sale of the possible fractions will be paid on or about the
twenty-first (21.) banking day following the expiry of the Offer
Period or if the Offer Period has been extended or discontinued,
the expiry of the extended or discontinued Offer Period (the
"Accounting Date") to the bank account attached to the
shareholder's book-entry account or, with respect to nominee
registered shareholders, into the bank account specified in the
acceptance form. If the bank account of the shareholder is with a
different banking institution than such shareholder's book-entry
account, the proceeds accruing from the sale of the possible
fractional entitlements will be accounted to the shareholder's bank
account in accordance with the schedule of money transactions
between banking institutions so that the payment will be received
on the shareholder's bank account within approximately two (2)
banking days after the Accounting Date, at the latest.
Transfer of Ownership
Cash Consideration
Title to the shares validly tendered in the
Tender Offer against Cash Consideration will pass to Inission on
the Settlement Date against the payment of the Cash
Consideration.
Share Consideration
Title to the shares validly tendered in the
Tender Offer against the Share Consideration will pass to Inission
when the account operator managing shareholder’s book-entry account
or its representative has, based on an authorization, on behalf of
the Enedo shareholders who have accepted the Share Consideration,
subscribed for the new Inission Class B shares issued by Inission,
and transferred the Enedo shares from such shareholders' book-entry
accounts to Inission book-entry account, on or about the fifteenth
(15.) Finnish banking day following the expiry of the Offer Period
or if the Offer Period has been extended or discontinued, the
expiry of the extended or discontinued Offer Period.
Transfer Tax and Other
Payments
Inission will pay the Finnish transfer tax, if
any, payable on the sale and purchase of the shares.
Fees charged by account operators, asset
managers, nominees or any other persons for registering the release
of any pledges or other possible restrictions preventing the sale
of the relevant shares, as well as fees relating to a withdrawal of
the tender by a shareholder, will be borne by each shareholder.
Account operators and asset managers will charge for custody of
Swedish shares in the Finnish book-entry system in accordance with
their applicable rates and such rates may be higher than
corresponding rates for custody of Finnish shares in the Finnish
book-entry system. A shareholder who has chosen the Share
Consideration is responsible for the possible fees related to the
custody of Share Consideration.
Inission shall be responsible for other
customary fees related to the execution of the Tender Offer
relating to book-entry registrations required for the purposes of
the Tender Offer, the sale by Enedo shareholders and purchase by
Inission of the shares tendered under the Tender Offer or the
payment of the Cash Consideration and Share Consideration.
Other Issues
Inission reserves the right to postpone the
payment of the Share Consideration, the Cash Consideration and the
proceeds accruing to the shareholder from the sale of the possible
fractions if the payment is prevented or suspended due to a force
majeure event. Inission shall effect such payment immediately once
the force majeure event preventing or suspending the payment is
resolved.
Inission reserves the right to amend the terms
and conditions of the Tender Offer in accordance with Chapter 11,
Section 15, Subsection 2 of the Finnish Securities Market Act.
Inission reserves the right to extend the Offer
Period and to amend the terms and conditions of the Tender Offer
(including a potential withdrawal of the Tender Offer) in
accordance with Chapter 11, Section 17 of the Finnish Securities
Market Act if, during the Offer Period or any extended Offer
Period, a third party announces a competing public tender offer for
the shares.
Inission shall have sole discretion to determine
all other issues relating to the Tender Offer, subject to the
requirements of applicable law.
The Tender Offer is not being made and the
shares will not be accepted for purchase from or on behalf of any
persons, directly or indirectly, in the United States or in any
jurisdiction where prohibited by applicable law and the Tender
Offer Document and related acceptance forms are not and may not be
distributed, forwarded or transmitted into or from any jurisdiction
where prohibited by applicable law by any means whatsoever
including, without limitation, mail, facsimile transmission, e-mail
or telephone. In particular, the Tender Offer is not being made,
directly or indirectly, in or into, or by use of the postal service
of or by any means or instrumentality of interstate or foreign
commence of, or any facilities of national securities exchange of
Australia, Canada, Hong Kong, Japan, South Africa or the United
States or any other jurisdiction where prohibited by law. The
Tender Offer cannot be accepted by any such use, means or
instrumentality of or from within the Australia, Canada, Hong Kong,
Japan, South Africa or the United States or any other jurisdiction
where prohibited by law.
Tender Offer shall be governed by Finnish law
and all disputes relating thereto shall be finally settled by a
competent court in Finland.
Enedo (LSE:0E96)
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Enedo (LSE:0E96)
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From Jan 2024 to Jan 2025