Capital/Financing Update • Dec 6, 2023
Capital/Financing Update
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Oslo Bors ASA Tollbugata 2 0151 Oslo
Reference is made to the compulsory acquisition by T-C Storage Holdco AB, a private limited liability company incorporated and existing under the laws of Sweden with registration number 559324-6720 and registered address Kungsgatan 30, väning 7, 111 35 Stockholm, Sweden ("T-C Storage"), of the issued and outstanding 825,352 shares in Self Storage Group ASA ("SSG") not currently owned by T-C Storage (the "Shares") in accordance with Section 6-22 (3) of the Norwegian Securities Trading Act of 28 June 2007 no. 75, cf. Section 4-25 of the Norwegian Public Limited Companies Act of 13 June 1997 no. 45 (the Compulsory Acquisition").
At the request of and for the account of T-C Storage, we, Nordea Bank Abp, filial i Norge, with organisation number 920058817 and registered business address at Essendraps gate 7, Oslo, Norway ("Nordea"), hereby unconditionally guarantee (Norwegian: se/vskyldnergaranti), as for our own debt (Norwegian: se/vskyldnergarantist) for the payment of a redemption price of NOK 40 for each of the Shares, in aggregate NOK 33,014,080 (the "Principal Guarantee Amount"), to the former minority shareholders of SSG having been subject to the Compulsory Acquisition (the Beneficiaries").
Our liability under this guarantee is limited to the Principal Guarantee Amount plus interest for late payment, in accordance with prevailing rate for late payments as stipulated in the Norwegian Act on Interest on Overdue Payment of 17 December 1976 no. 100 (currently 11.75% per annum), for a period of four weeks calculated from the due date of settlement for the Shares subject to the Compulsory Acquisition. To the extent that any decision to change the Norwegian default interest is adopted before the expiry of the term of this guarantee, such changed default interest is comprised by this guarantee. No other claims will be covered by this guarantee.
Pursuant to Section 6-10 of the Norwegian Securities Trading Regulations of 29 June 2007 no. 876, the Principal Guarantee Amount may be reduced by an amount corresponding to settlement already given for Shares. Such regulation will require approval by the Oslo Stock Exchange. The Principal Guarantee Amount will be reduced as soon as the Oslo Stock Exchange has approved such reduction in the guaranteed amount.
Claims under this guarantee shall be made only after the date of due payment, which according to the letter to the shareholders is 22 December 2023 at the latest and must be received by us before 16:30 hours (CET) on 22 January 2024, after which time this guarantee lapses.
Nordea Bank Abp, filial i Norge Trade Solutions
Visiting address: Essendrops gate 7, Oslo
Tel SWIFT Email
Claims under this guarantee shall be made in writing to: Nordea Bank Abp, filial i Norge Att: Trade Solutions Department Essendraps gate 7, N-0368 Oslo/ P.O. Box 1166 Sentrum, N-0107 Oslo Norway Tel: +47 46931615 Email: [email protected]
Claims under this guarantee shall be accompanied by:
(i) a statement from the relevant Beneficiary or his/her attorney that correct settlement for the Shares relating to the Compulsory Acquisition has not been received;
(ii) evidence that the relevant Beneficiary was the owner of the Shares relating to the claim; and (iii) a statement by the claimant confirming whether the offered redemption price has been accepted or not.
This guarantee shall have a term from the announcement of the Compulsory Acquisition and until the above stipulated deadline for making claims under the guarantee.
This guarantee shall be governed by and construed in accordance with Norwegian law. Legal venue shall be Oslo District Court.
Nordea Bank Abp, filial i Norge Oslo, 6 December 2023 AC 23710 usé a
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Nordea Bank Abp, Helsinki, Finland, 2858394-9 (Finnish Patent and Registration Office)
Nordea Bank Abp, filial i Norge, Essendraps gate 7,PO box 1166 Sentrum, 0107 Oslo, Norway, 920058817 MVA (Norwegian Register of Business Enterprises)
Tel SWIFT Email
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