TIDM0KGP TIDMKGP
RNS Number : 3561U
Kingspan Group PLC
22 November 2023
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 holders in
Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or
the United States, 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 would contravene applicable laws or
regulations or require further offer documents, filings or other
measures in addition to those required under Swedish law or
otherwise contemplated in connection with the Offer. Shareholders
should refer to the offer restrictions included in the section
titled "Important information" at the end of this press release and
in the offer document.
OFFER DOCUMENT REGARDING KINGSPAN'S OFFER TO THE SHAREHOLDERS OF
NORDIC WATERPROOFING HOLDING HAS BEEN MADE PUBLIC
On 10 October 2023, Kingspan Holdings (IRL) Limited ("Kingspan")
announced a mandatory cash offer to the shareholders of Nordic
Waterproofing Holding AB (publ) ("Nordic Waterproofing" or the
"Company") to tender any and all shares in Nordic Waterproofing to
Kingspan at a price of SEK 160 in cash per share (the "Offer"). The
Offer is being made since Kingspan, on 13 September 2023, announced
that Kingspan had acquired additional shares in Nordic
Waterproofing to such extent that the mandatory bid threshold of 30
per cent of the votes in the Company was crossed. The offer
document regarding the Offer has today been approved and registered
by the Swedish Financial Supervisory Authority (Sw.
Finansinspektionen).
The offer document and the acceptance form are available at
Kingspan's transaction website, www.kingspan.com/NWG-OFFER, and at
Aktieinvest's website, www.aktieinvest.se/emission/nwg. The offer
document will also be available in Swedish at the Swedish Financial
Supervisory Authority's website, www.fi.se. A pre-printed
acceptance form will be distributed to shareholders in Nordic
Waterproofing whose shares are directly registered with Euroclear
Sweden AB as per 22 November 2023.
The acceptance period for the Offer commences on 23 November
2023 and ends on 1 February 2024, but may be extended. Settlement
is expected to occur on or about 8 February 2024, provided that the
condition for the Offer has been fulfilled or waived at that
time.
For additional information please contact:
Lorcan Dowd
Company Secretary
+ 353 (0)42 9698000
Information about the Offer is available at:
www.kingspan.com/NWG-OFFER
The information was submitted for publication on 22 November
2023, at 14.30 (CET).
Important information
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 an additional offer
document is prepared or registration effected or that any other
measures are taken in addition to those required under Swedish law
and regulations or otherwise contemplated in connection with the
Offer.
This press release and any other documentation related to the
Offer are not being distributed and must not be mailed or otherwise
distributed or sent in or into any country in which the
distribution or offering would require any such additional measures
to be taken or would be in conflict with any law or regulation in
such country - any such action will not be permitted or sanctioned
by Kingspan. Any purported acceptance of the Offer resulting
directly or indirectly from a violation of these restrictions may
be disregarded.
The Offer is not being and will not be made, directly or
indirectly, in or into, by use of mail or any other means or
instrumentality of interstate or foreign commerce of, or any
facilities of a national securities exchange of Australia, Canada,
Hong Kong, Japan, New Zealand, South Africa or the United States.
This includes, but is not limited to e-mail, social media,
telephone, the internet, and other forms of electronic
transmission. The Offer cannot be accepted and shares may not be
tendered in the Offer by any such use, means, instrumentality or
facility of, or from within Australia, Canada, Hong Kong, Japan,
New Zealand, South Africa or the United States or by persons
located or resident in any of these jurisdictions. Accordingly,
this press release and any other documentation related to the Offer
are not being and should not be mailed or otherwise transmitted,
distributed, forwarded or sent in or into Australia, Canada, Hong
Kong, Japan, New Zealand, South Africa or the United States or to
any Australian, Canadian, Hong Kong, Japanese, New Zealand, South
African or U.S. persons or any persons located or resident in
Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or
the United States.
Any purported tender of shares in the Offer resulting directly
or indirectly from a violation of these restrictions will be
invalid and any purported tender of shares made by a person located
in Australia, Canada, Hong Kong, Japan, New Zealand, South Africa
or the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving
instructions from or within any of these jurisdictions will be
invalid and will not be accepted. Each person who holds shares and
participates in the Offer will certify to not being an Australian,
Canadian, Hong Kong, Japanese, New Zealand, South African or U.S.
person, not being located or participating in the Offer from
Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or
the United States and not acting on a non-discretionary basis for a
principal in any of these jurisdictions, or that is located in or
giving order to participate in the Offer from any of these
jurisdictions. Kingspan will not deliver any consideration relating
to the Offer to Australia, Canada, Hong Kong, Japan, New Zealand,
South Africa or the United States.
Banks, brokers, dealers and other nominees holding shares for
persons in Australia, Canada, Hong Kong, Japan, New Zealand, South
Africa or the United States must not forward this press release or
any other document related to the Offer to such persons.
The "United States" and "U.S." in this section refers to the
United States of America (its territories and possessions, any
state of the United States and the District of Columbia).
The Offer, the information and documents contained in this press
release are not being made, and have not been approved, by an
authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000, as amended (the "FSMA"). The
communication of the information and documents contained in this
press release to persons in the United Kingdom is exempt from the
restrictions on financial promotions in 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 shares in a
body corporate and the object of the transaction may reasonably be
regarded as being the acquisition of day to day control of the
affairs of that body corporate within article 62 (Sale of body
corporate) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005.
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.
Forward-looking information
Information in this press release relating to future events or
circumstances, including information regarding future results,
growth and other projections as well as benefits of the Offer, are
forward-looking information. Such information may generally, but
not always, be identified by the use of words such as
"anticipates", "expects", "believes", or similar expressions.
By its nature, forward-looking information involves risk and
uncertainty, because it relates to events which depend on
circumstances that may occur in the future. Due to several factors,
of which a number of them are outside Kingspan's control, there are
no guarantees to that actual results will not materially differ
from the results expressed or implied by the forward-looking
information. Any such forward-looking information only applies as
per the date it was given and Kingspan has no obligation (and
undertakes no such obligation) to update or revise it, whether as a
result of new information, future events or otherwise, except as
required by applicable laws and regulations.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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END
OFFEAAFAADSDFFA
(END) Dow Jones Newswires
November 22, 2023 08:30 ET (13:30 GMT)
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