Self Storage Group

M&A Activity • Oct 11, 2023

Start of Offer Period for T-C Storage Holdco AB's Recommended Voluntary Cash Offer to Acquire All of the Outstanding Shares in Self Storage Group ASA for NOK 40 Per Share

Start of Offer Period for T-C Storage Holdco AB's Recommended Voluntary Cash Offer to Acquire All of the Outstanding Shares in Self Storage Group ASA for NOK 40 Per Share

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Oslo, 11 October 2023 - Reference is made to the stock exchange announcement

made on 20 September 2023 by Self Storage Group ASA (the "Company", OSE: SSG)

where the Company jointly announced with T-C Storage HoldCo AB (the "Offeror")

an agreement for the Offeror to launch a voluntary cash offer to acquire all of

the issued and outstanding shares in the Company (the "Shares") for NOK 40 per

Share (the "Offer"). The Offer is unanimously recommended by the board of

directors of the Company (the "Board").

The offer document for the Offer (the "Offer Document") was approved by the Oslo

Stock Exchange in its capacity as take-over supervisory authority today, 11

October 2023. The Offer is only capable of being accepted pursuant to the Offer

Document. The Offer Document will be sent to all shareholders in the Company as

registered in the Company's shareholder register in Euronext Securities Oslo,

the central securities depository in Norway (the "VPS"), as of the date hereof,

in jurisdictions where the Offer Document may be lawfully distributed. Subject

to regulatory restrictions in certain jurisdictions, the Offer Document is also

available at the following webpage: www.arctic.com/offerings and may be obtained

free of charge during ordinary business hours at the offices of the receiving

agent, Arctic Securities AS, Haakon VIIs gate 5, 0161 Oslo, Norway.

The acceptance period for the Offer will commence tomorrow, 12 October 2023, and

will expire at 16:30 (CET) on 9 November 2023, subject to any extensions at the

sole discretion of the Offeror (the "Offer Period"). The terms and conditions of

the Offer, including procedures for how to accept the Offer, are set out in the

Offer Document.

Key Terms of the Offer

· Offer Price: NOK 40 per Share, subject to adjustment pursuant to the terms

and conditions of the Offer.

· Offer Period: 12 October 2023 to 16:30 (CET) on 9 November 2023, subject to

any extensions at the sole discretion of the Offeror. The Offer Period will in

no event be extended beyond 21 December 2023.

· Receiving Agent: Arctic Securities AS

The Offer Price implies:

· A premium of 66.7% to the closing price of the Shares on the Oslo Stock

Exchange on 19 September 2023 of NOK 24.0.

· A premium of 65.1% to the volume weighted average share price adjusted for

dividend during the last six months up to and including 19 September 2023 of NOK

24.2.

· A premium of 63.2% to the volume weighted average share price adjusted for

dividend during the last twelve months up to and including 19 September 2023 of

NOK 24.5.

The Offer Price will be reduced by the amount of any dividend or other

distributions made by the Company.

Shareholders representing a total of 70.51% of the outstanding Shares have on

certain terms and conditions undertaken to accept the Offer, including the

Company's largest shareholders Alta Lux Holdco S.à r.l., a company affiliated

with Centerbridge Partners, Fabian Holding AS, GSS Invest AS and First Risk

Capital AS.

About the Offeror

The Offeror, T-C Storage HoldCo AB, is a private limited liability company

incorporated and existing under the laws of Sweden with registration number

559324-6720 and registered address Kungsgatan 30, våning 7, 111 35 Stockholm,

Sweden. The Offeror is an indirect wholly-owned subsidiary of Teachers Insurance

and Annuity Association of America, and is advised by Nuveen Asset Management

Europe S.à r.l.

Advisers

Arctic Securities is acting as financial advisor and Advokatfirmaet BAHR is

acting as legal advisor for the Offeror. ABG Sundal Collier is acting as

financial advisor and Advokatfirmaet Schjødt is acting as legal advisor for the

Company.

***

The Offer, the Offer Document and the distribution of this announcement and

other information in connection with the Offer may be restricted by law in

certain jurisdictions. 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.

Shareholders of the Company must rely upon their own examination of the Offer

Document. Each shareholder should study the Offer Document carefully in order to

be able to make an informed and balanced assessment of the Offer and the

information that is discussed and described therein. Shareholders should not

construe the contents of this announcement as legal, tax or accounting advice,

or as information necessarily applicable to each shareholder. Each shareholder

should seek independent advice from its own financial and legal advisors prior

to making a decision to accept the Offer.

Notice to U.S. Holders

U.S. Holders (as defined below) are advised that the Shares are not listed on a

U.S. securities exchange and that the Company is not subject to the periodic

reporting requirements of the U.S. Securities Exchange Act of 1934, as amended

(the "U.S. Exchange Act"), and is not required to, and does not, file any

reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The Offer will be made to holders of Shares resident in the United States ("U.S.

Holders") on the same terms and conditions as those made to all other holders of

Shares of the Company to whom an offer is made. Any information documents,

including the Offer Document, will be disseminated to U.S. Holders on a basis

comparable to the method that such documents are provided to the Company's other

shareholders to whom an offer is made. The Offer will be made by the Offeror and

no one else.

The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation

14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in

accordance with the requirements of Norwegian law. Accordingly, the Offer will

be subject to disclosure and other procedural requirements, including with

respect to the offer timetable, settlement procedures and timing of payments,

that are different from those that would be applicable under U.S. domestic

tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the

Offeror and its affiliates or brokers (acting as agents for the Offeror or its

affiliates, as applicable) may from time to time, and other than pursuant to the

Offer, directly or indirectly, purchase or arrange to purchase, Shares or any

securities that are convertible into, exchangeable for or exercisable for such

Shares outside the United States during the period in which the Offer remains

open for acceptance, so long as those acquisitions or arrangements comply with

applicable Norwegian law and practice and the provisions of such exemption. To

the extent information about such purchases or arrangements to purchase is made

public in Norway, such information will be disclosed by means of an English

language press release via an electronically operated information distribution

system in the United States or other means reasonably calculated to inform U.S.

Holders of such information. In addition, the financial advisors to the Offeror

may also engage in ordinary course trading activities in securities of the

Company, which may include purchases or arrangements to purchase such

securities.

Neither the SEC nor any securities supervisory authority of any state or other

jurisdiction in the United States has approved or disapproved the Offer or

reviewed it for its fairness, nor have the contents of the Offer Document or any

other documentation relating to the Offer been reviewed for accuracy,

completeness or fairness by the SEC or any securities supervisory authority in

the United States. Any representation to the contrary is a criminal offence in

the United States.