The Offer in brief
- The Offer encompasses all preference shares in OrganoWood.
- The Buyers offer SEK 150 in cash for each preference share in OrganoWood.
- The completion of the Offer is not subject to any conditions and will thus be completed regardless of acceptance level.
- The acceptance period of the Offer runs during June 2021 and settlement is expected to begin around 6 July 2021.
Background and reasons
OrganoWood, a partly owned subsidiary to OrganoClick (OrganoClick owns 60 percent of the common shares), issued 200,000 preference shares at a subscription price of SEK 100 per share during 2013. The terms of the preference shares are regulated in OrganoWood’s articles of association and entitles the holder to receive a redemption amount as applicable from time to time. It is solely the board of directors in OrganoWood that may request a redemption to be resolved by the general meeting and a resolution on a redemption can only be made in May each year the preference shares are outstanding. Further, the redemption requires that OrganoWood has sufficient unrestricted equity for payment of the redemption amount to the holders of preference shares.
OrganoClick are currently of the opinion that a redemption of the preference shares in OrganoWood in accordance with the articles of associates will not be possible within the foreseeable future. OrganoClick, together with another holder of common shares, are launching this Offer in order to facilitate for the holders of preference shares to divest a part of or all of their holdings. Further, OrganoClick is of the opinion that a redemption of the preference shares in OrganoWood would refine the capital structure in the group and alleviate the administration associated with the subsidiary.
The Buyers are offering SEK 150 in cash for each preference share in OrganoWood tendered in the Offer. Compared to the subscription price of SEK 100 per preference share, the price in the Offer corresponds to a premium of 50 percent.
OrganoClick will acquire 60 percent of the preference shares tendered in the Offer, corresponding to its pro rata-holding of common shares in OrganoWood, and the other Buyer will acquire 40 percent of the preference shares tendered in the Offer. Assuming that all preference shares are tendered in the Offer, OrganoClick will acquire 120,000 preference shares against a cash consideration of SEK 18 million.
The completion of the Offer is not subject to any conditions. Preference shares tendered in the Offer will be acquired by the Buyers.
Acceptance of the Offer
Holders of preference shares that want to accept the Offer shall provide a correctly completed acceptance form to Vator Securities AB, Att. Emissionsinstitut, Kungsgatan 34, SE-111 35 Stockholm, no later than 30 June 2021. The acceptance form is sent to holders of preference shares whose contact information is known to OrganoClick or which so request and state their contact information. If the holdings are being held at a custody account with a bank/custodian, the application to accept the Offer shall be made in accordance with the instruction from the custodian.
|Acceptance period||15 June – 30 June 2021|
|Announcement of outcome||around 2 July 2021|
|Settlement||around 6 July 2021|
The Buyers have engaged Vator Securities AB as financial advisor and issuer agent as well as Advokatfirman Schjødt as legal advisor in connection with the Offer.
This disclosure contains information that OrganoClick AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 14-06-2021 17:31 CET.