REG - Kingspan Group PLC Kingspan Group - KGP - Acquisition

KingspanAnnouncement

13/09/2023 18:45

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RNS Number : 3744M  Kingspan Group PLC  13 September 2023

Not for release, publication, or distribution (in whole or in part) in, into
or from any other jurisdiction where to do so would violate the laws of such
jurisdiction. This press release is neither an offer to buy or sell, nor an
invitation to tender or offer to buy or sell shares.

 

 

 

Kingspan Group plc

Acquisition

Inside Information

13 September 2023

 

KINGSPAN ACQUIRES ADDITIONAL SHARES IN NORDIC WATERPROOFING HOLDING AND
THEREBY CROSSES THE MANDATORY BID THRESHOLD WITH A TOTAL HOLDING OF 30.9 PER
CENT

 

Kingspan Holdings (IRL) Limited ("Kingspan") has today acquired 1,648,089
shares in Nordic Waterproofing Holding AB (publ) ("Nordic Waterproofing" or
the "Company") corresponding to approximately 6.8 per cent of the total number
of shares and votes in Nordic Waterproofing (the "Acquisitions"). Kingspan was
already before the Acquisitions Nordic Waterproofing's largest shareholder
with a holding of approximately 24 per cent of the shares and votes in the
Company and will, following the Acquisitions, hold a total of  30.9 per cent
of the shares and votes in the Company and has thereby crossed the mandatory
bid threshold of 30 per cent of the votes in Nordic Waterproofing, as set out
in Chapter 3, Section 1 of the Swedish Takeovers Act (2006:451) (the
"Takeovers Act").

 

The Acquisitions were made at a price of SEK 160 per share. The price
represents a premium of approximately 13.8 per cent compared to the closing
price of SEK 140.6 for the Nordic Waterproofing share on Nasdaq Stockholm
today, 13 September 2023, and approximately 12.6 per cent compared to Nordic
Waterproofing's volume weighted average share price of SEK 142.1 on Nasdaq
Stockholm during the last 90 trading days up to and including 13 September
2023.

 

Under the Takeovers Act, Kingspan must announce that the mandatory bid
threshold of 30 per cent of the votes in Nordic Waterproofing has been crossed
through the Acquisitions. This press release constitutes such an announcement.
Kingspan is, as a result, under an obligation to launch a mandatory public
offer for the remaining shares in Nordic Waterproofing within four weeks from
the Acquisitions. In accordance therewith, Kingspan intends to, within such
period, launch a mandatory public offer for the remaining shares in Nordic
Waterproofing at the same price per share as in the Acquisitions, SEK 160 per
share.

 

The shares in Nordic Waterproofing are listed on Nasdaq Stockholm, Mid Cap.

 

 

 

For additional information please contact:

 

Lorcan Dowd

Company Secretary

+ 353 (0)42 9698000

 

The information was submitted for publication on 13 September 2023 at 19.28
(CEST).

 

Important information

 

This press release is not a public offering to acquire shares. Anyone crossing
the mandatory bid threshold of 30 per cent of the votes in a company with
shares admitted to trading on a regulated market must, according to Chapter 3,
Section 1 of the Swedish Takeovers Act (2006:451), announce the crossing of
the mandatory bid threshold. This press release constitutes such an
announcement.

 

The potential public mandatory offer (the "Potential Offer"), pursuant to the
terms and conditions presented in this press release, is not being made to
persons whose participation in the Potential Offer requires that an additional
offer document is being 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 Potential Offer.

 

This press release and any other documentation related to the Potential 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 Potential Offer
resulting directly or indirectly from a violation of these restrictions may be
disregarded.

 

This press release is not being, and must not be, sent to shareholders with
registered addresses in 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 Potential Offer to such persons.

 

The Potential 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.

 

 

 

 

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