On 8 November 2020, RES 9 ehf., 365 hf., or a subsidiary of the company, and RPF ehf., (referred to jointly as the partners) announced that they are acting in concert in connection with shares issued by Skeljungur hf. (referred to as Skeljungur), in the sense of the term “acting in concert” as defined in Article 100, Paragraph 2 of the Act on Securities Transactions, no. 108/2007 (the Act).
The concerted action entails the transfer of the partners’ holdings in Skeljungur to a separate company, Strengur ehf. (Strengur Holding), and its subsidiary, Strengur hf. (Strengur). Strengur is the bidder, but the partners are liable in solidum for the execution of the takeover bid. Strengur and related parties hold ownership and voting rights amounting to a total of 754,639,578 nominal price shares in Skeljungur. This corresponds to 38.00% of total share capital in Skeljungur, or 38.98% of outstanding shares, after adjusting for shares held by Skeljungur itself. Because the partners have jointly acquired more than 30% of voting rights in Skeljungur, they are obliged to present a takeover bid in the sense of Article 100, Paragraph 1 of the Act.
Bid summary and scope
Strengur has made a takeover bid, subject to the terms and conditions specified in Chapters X and XI of the Act, which was published on 6 December 2020 (the bid summary).
The bid applies to all shares in Skeljungur that are not held by the partners or Skeljungur itself according to the register of shares as of the close of business on 4 December 2020. Those shareholders will receive a bid summary, together with an acceptance form and a self-addressed response envelope.
The above-mentioned documents can be obtained from the managers of the takeover bid, on the Skeljungur website (www.skeljungur.is), and on the Nasdaq Nordic news portal (nasdaqomxnordic.com).
Takeover price and payment
The takeover price, which was determined in accordance with Article 103, Paragraph 2 of Act no. 108/2007, was ISK 8.315 for each Skeljungur share delivered free of liens and encumbrances. The takeover price is 6.6% above the closing share price on 6 November 2020, the last business day before the announcement of the partners’ cooperation and planned takeover bid. Payment for the acquired shares will be deposited in Icelandic krónur to the bank account linked to the custodial account for the securities, no later than five business days after the end of the takeover bid period.
Bid period and acceptance of takeover bid
The takeover bid remains valid for four weeks, from 09:00 hrs. on 6 December 2020 until 16:00 hrs. on 4 January 2021. Shareholders who wish to accept the takeover bid shall either deliver the original acceptance form sent to shareholders, fully and correctly completed, to Íslandsbanki’s offices at Hagasmári 3, 9th floor, 201 Kópavogur, labelled “Skeljungur takeover bid”, or accept the bid electronically via visiting the takeover website – www.arionbanki.is/yfirtokutilbod-skeljungur – and logging in with a digital ID. Shareholders are responsible for either accepting the bid electronically or delivering the original acceptance form to Íslandsbanki. The acceptance of the takeover bid must have been received by the managers of the bid no later than 16:00 hrs. on 4 January 2021.
Managers
The partners have engaged Íslandsbanki hf. Corporate Finance and Arion Bank hf. Corporate Finance to manage the takeover bid on their behalf. Further information can be obtained from Íslandsbanki Corporate Finance by e-mail at skeljungur@islandsbanki.is or by phone at +354 440-4000, or from Arion Bank Corporate Finance by e-mail at skeljungur@arionbanki.is or by phone at +354 444-7000.
Disclaimer
This website has been prepared and made available for informational purposes only and does not represent advice given by RES 9 ehf., 365 hf., or its subsidiary, RPF ehf., or the manager. Those receiving bids should seek out relevant expert advice.