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Not to be published or distributed, directly or indirectly, in Australia, Canada, China, Hong Kong, Japan, New Zealand, Singapore, South Africa or in the United States or in any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
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.
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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.
