The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, the United States or South Africa, or any other jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares in the Offer would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
STOCKHOLM, May 24, 2024 /PRNewswire/ — On 2 April 2024, the Ellevio group, through Ellevio Holding 1 AB (“Ellevio”) together with its subsidiaries (the “Ellevio Group”), announced a public offer to the shareholders of Dala Energi AB (publ) (“Dala Energi”) to tender all shares in Dala Energi to Ellevio at a price of SEK 90 per share (the “Offer”).
The offer document relating to the Offer was published on 4 April 2024 (the “Offer Document”) and supplements to the Offer Document were published on 6 May and on 10 May 2024. Today, 24 May 2024, Ellevio publishes an additional supplement to the Offer Document (the “Supplement Document”). The Supplement Document has been prepared as the annual general meeting of Dala Energi today, 24 May 2024, has resolved on a dividend of SEK 1.15 per share with record date for payment on 28 May 2024. In accordance with the terms for the Offer[1], the consideration in the Offer will decrease correspondingly to SEK 88.85 per share.
For further information on Dala Energi’s dividend resolution at the annual general meeting for 2024, please refer to Dala Energi’s website, www.dalaenergi.se.
The Supplement Document is together with the Offer Document available in Swedish on Ellevio’s website (www.framtidens-energi.se). The Supplement Document shall be read in conjunction with and constitutes an integral part of the Offer Document and the supplement documents published on 6 May and on 10 May 2024 in all respects.
Advisors
Ellevio has retained ICECAPITAL as financial advisor and Vinge as legal advisor in connection with the Offer.
Information about the Offer
Information about the Offer is available at:
The information was submitted for publication on 24 May 2024 at 19:45 (CEST).
For additional information, please contact:
Sarah Östberg, +46 (0)70-971 12 40
Ellevio press centre +46 (0)20-20 20 60 (available 24/7)
Important information
This press release has been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
This press release does not constitute an offer to purchase or sell shares, nor does it constitute an invitation to offer to buy or sell shares.
The Offer, pursuant to the terms and conditions presented in this press release, is not being made to persons whose participation in the Offer requires that additional offer documents be prepared or registration effected or that any other measures be taken in addition to those required under Swedish law.
The distribution of this press release and other documentation related to the Offer may in certain jurisdictions be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this communication are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any such jurisdiction. Therefore, persons who receive this communication (including, without limitation, nominees, trustees and custodians) and are subject to the laws of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Ellevio disclaims any responsibility or liability for the violations of any such restrictions by any person.
In accordance with Swedish law and customary practices, Ellevio or its closely related parties or its proxies (on behalf of Ellevio or, as applicable, its closely related parties) and closely related parties of its financial advisers may, at various times and by means other than the Offer, directly or indirectly, acquire or arrange for the acquisition of shares in Dala Energi comprised by the Offer or other securities exercisable, convertible or exchangeable for such shares, prior to or during the period of acceptance of the Offer. Such acquisitions may be made either on the open market or through private transactions. Information on such acquisitions or arrangements for acquisitions will be published in accordance with applicable Swedish law.
The Offer is not being made, and this press release may not be distributed, directly or indirectly, in or into, nor will any tender of shares be accepted from or on behalf of shareholders in Australia, Hong Kong, Japan, Canada, New Zealand, the United States or South Africa, or any jurisdiction in which the making of the Offer, the distribution of this press release or the acceptance of any tender of shares would contravene applicable laws or regulations or require further offer documents, filings or other measures in addition to those required under Swedish law.
The Offer, the information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom, unless an exemption applies. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of Ellevio and Dala Energi. Any such forward-looking statements speak only as of the date on which they are made and Ellevio has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
[1] The terms of the Offer, as set out in the Offer Document, state that if Dala Energi, prior to settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly. The dividend is expected to be paid on 31 May 2024, which occurs prior to settlement of the Offer which is expected to take place on 5 July 2024.
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