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IN IN Group
03 June 2024
Launch of share exchange offer directed to selected shareholders in ININ Group AS and start of offer period
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Reference is made to the announcement on 8 April 2024 concerning Qben Infra AB’s (the “Offeror” or the “Company”) announcement of a share exchange offer to shareholders of ININ Group AS (“ININ Group” or “IG”) (the “Announcement”).

Qben Infra AB is today pleased to announce a share exchange offer directed to the 140 largest Shareholders in ININ Group (the “Selected shareholders”) (the “Offer”) and start of the offer period for the Offer. At the date of this Offer, the largest 140 Shareholders represent approximately 87% of the outstanding share capital of IG.

An offer on the same terms will follow to remaining shareholders that have not received the Offer and such offer will include a prospectus relating to Qben Infra AB and the Offer Consideration (“Retail Exchange Offer”). The Retail Exchange Offer is expected to be launched during second half of 2024, with the acceptance period in any event ending prior to listing of the Offeror’s shares on First North Premier. The Retail Exchange Offer will include the same set of conditions as the Offer and is expected to close at the same time.

Shareholders that want to accept the Offer must fill out and return the acceptance form which is included in the Offer Document, by 16:30 hours CET on 21 June 2024 (subject to any extensions of the offer period) in accordance with the procedures and requirements set out in the offer document.

Gimle Invest has together with Tigerstaden, Middelborg, Lani Invest, Songa Investments and other shareholders in ININ Group (the “Pre-accepting shareholders”) entered irrevocable pre-acceptances for approximately 40.5% of the outstanding share capital of IG with respect to the Offer. Including warrants, options and shares on total return swap agreements, the Pre-accepting shareholders control approximately 49.4% of the share capital on a fully diluted basis of IG.

The offer to IG shareholders is an offer consideration in form of 0.251107 newly issued shares in Qben Infra per share in IG (the “Offer Consideration”). After completion of the Offer and assuming 100% acceptance rate, ININ Group shareholders will own 48.7% of Qben Infra. The Offer Consideration is updated since 8 April to reflect an equity issue of 3,000,000 shares that will take place in Qben Infra as part of the acquisition of Team Bygg AS, issue of new warrants in IG and IG’s share buy-back program.

As part of the process of preparing the Offer, the Board of Directors of Qben Infra has engaged Svalner Skatt & Transaktion KB (“Svalner”) as an independent third-party expert to provide a valuation of Qben Infra on a standalone basis (without incorporating the value of Team Bygg, ref announcement 31 May 2024 regarding the acquisition of Team Bygg and issuance of new shares in Qben Infra). Svalner’s conclusion is that the market value of the equity in Qben Infra is in the range of SEK 860 – 1,120 million. Based on this valuation range (and including the new share issue in relation to the Team Bygg acquisition), the Offer Consideration represents a value of IG’s outstanding share capital of NOK 889 – 1,136 million on a fully diluted basis. This valuation range represents a value per IG share of NOK 6.0 – 7.7 per share and a premium of 117% – 181% compared to the volume weighted average price of the IG shares for the three-month period ending before the Announcement on 8 April 2024.