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Kyoto Group AS

Delisting Announcement Jun 27, 2024

3651_rns_2024-06-27_76a2cdbc-e4da-45d3-b4c0-9192e9fc6a82.html

Delisting Announcement

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REMINDER OF EXPIRY OF THE OFFER PERIOD TODAY 27 JUNE 2024 AT 16:30 (CEST)

REMINDER OF EXPIRY OF THE OFFER PERIOD TODAY 27 JUNE 2024 AT 16:30 (CEST)

FOR THE VOLUNTARY OFFER BY GF I KILN HOLDCO AS TO ACQUIRE ALL ISSUED AND

OUTSTANDING SHARES OF KYOTO GROUP AT AN OFFER PRICE OF NOK 24 PER SHARE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY

OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Reference is made to the offer document dated 20 June 2024 (the "Offer

Document") for the voluntary offer for all issued and outstanding ordinary

shares (the "Shares") in Kyoto Group AS ("Kyoto" or the "Company"). The price

per Share offered to the shareholders under the terms of the Offer is NOK 24

(the "Offer Price"), and will be settled in cash, as further set out in the

Offer Document.

The Offer Period will expire today, 27 June 2024 at 16:30 (CEST).

Shareholders that want to accept the Offer must fill out and return the

acceptance form (and appendices as applicable) which is included in the Offer

Document as appendix 2, by today at 16:30 hours (CEST) on 27 June 2024.

The Offer Document is, subject to regulatory restrictions in certain

jurisdictions, available at the webpage of SpareBank 1 Markets AS acting as

receiving agent in the transaction:

https://www.sb1markets.no/en/transactions/2024/june/kyoto-group/

Completion of the Offer is still subject to the continued fulfillment of certain

conditions, as further set out in section 1.6 in the Offer Document (Closing

Conditions), including but not limited to, the "Minimum Acceptance" condition

having been fulfilled.

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.

For further information, please contact:

Kyoto Group:

Håvard Haukdal, CFO

[email protected]

+47 48 10 65 69

For Glentra:

Reliance A/S, Poul Lykkesfeldt

[email protected]

+45 20 21 71 30

Important notice

The Offer and the distribution of this announcement and other information in

connection with the Offer may be restricted by law in certain jurisdictions. The

Offeror and the Company assume no responsibility in the event that there is a

violation by any person of such restrictions. Persons who are in possession of

this announcement or such other information are required to inform themselves

about and to observe any such restrictions.

The Offer and the distribution of this announcement and other information in

connection with the Offer may be restricted by law in certain jurisdictions.

When published, the Offer Document and related acceptance forms will not and may

not be distributed, forwarded or transmitted into or within any jurisdiction

where prohibited by applicable law, including, without limitation, Canada,

Australia, New Zealand, South Africa, Hong Kong and Japan.

The Offeror does not assume any responsibility in the event there is a violation

by any person of such restrictions. Persons into whose possession this

announcement or such other information should come are required to inform

themselves about and to observe any such restrictions.

This announcement is not a tender Offer document and, as such, does not

constitute an offer or the solicitation of an offer to acquire the Shares.

Investors may accept the Offer only on the basis of the information provided in

the Offer Document. Offers will not be made directly or indirectly in any

jurisdiction where either an offer or participation therein is prohibited by

applicable law or where any tender offer document or registration or other

requirements would apply in addition to those undertaken in Norway.

This announcement contains certain forward-looking statements within the meaning

of the securities and laws and regulations of various international, federal,

and state jurisdictions. All statements, other than statements of historical

fact, included herein, including without limitation, statements regarding the

Offer, future plans and objectives of Company or the Offeror are forward-looking

statements that involve risk and uncertainties. There can be no assurances that

such statements will prove to be accurate and actual results could differ

materially from those anticipated in such statements.

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