Reference is made to the stock exchange announcement made on 6 July 2024 regarding settlement of the voluntary offer (the "Offer") by GF I Kiln HoldCo AS (the "Offeror") for a cash consideration of NOK 24 per Share (the "Offer Price").
Following settlement of the Offer, the Offeror holds a total of 34,248,630 shares in the Company, equivalent to approximately 95.7 percent of the total number of outstanding shares and voting rights in the Company.
The board of directors of the Offeror has resolved, effective from after close of trading today, 23 July 2024, on Euronext Growth Oslo, to carry out a compulsory acquisition of all remaining shares in the Company currently not owned by the Offeror, pursuant to Section 4-26 of the Norwegian Private Limited Liability Companies Act. As a consequence, the Offeror has assumed ownership to all shares in the Company. The offered redemption price in the compulsory acquisition is NOK 24 per share, equal to the Offer Price (the "Redemption Price").
The Offeror has deposited an offer amount equal to the purchase price for the remaining shares into a designated account in a bank authorized for such settlement in accordance with the Norwegian Companies Act section 4-26 (5). Settlement of the Redemption Price is expected to occur as soon as possible and no later than 5 August 2024.
A notice regarding the compulsory acquisition will be sent to all former shareholders subject to the compulsory acquisition whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic notice service of the Norwegian Register of Business Enterprises (Nw.: Foretaksregisteret). Any objections to, or rejection of, the Redemption Price in the compulsory acquisition must be received at the latest on 23 September 2024. Former shareholders of the Company who do not object to, or reject, the Redemption Price within this deadline will be deemed to have accepted the Redemption Price.
As a consequence of the compulsory acquisition, the Offeror will pursue a delisting of the Company's shares from Euronext Growth, Oslo. A separate stock exchange announcement will be published in this regard.
Advisers
Alpha Corporate Finance is acting as financial adviser to Kyoto Group. Advokatfirmaet Wiersholm AS is acting as legal adviser to Kyoto Group. Advokatfirmaet Schjødt AS is acting as legal adviser to Glentra.
