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Self Storage Group

M&A Activity Nov 9, 2023

3740_rns_2023-11-09_d77189e9-2152-4c38-a8cf-45f292591a76.html

M&A Activity

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Settlement Notification: Offer Period Expired in T-C Storage Holdco AB's Recommended Voluntary Cash Offer to Acquire All of the Outstanding Shares in Self Storage Group ASA

Settlement Notification: Offer Period Expired in T-C Storage Holdco AB's Recommended Voluntary Cash Offer to Acquire All of the Outstanding Shares in Self Storage Group ASA

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

INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH-AFRICA, HONG

KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD

BE UNLAWFUL

Oslo, 9 November 2023 - Reference is made to the offer document dated 11 October

2023 (the "Offer Document") for the recommended voluntary offer (the "Offer") by

T-C Storage HoldCo AB (the "Offeror") to acquire all of the issued and

outstanding shares (the "Shares") in Self Storage Group ASA (the "Company", OSE:

SSG) for NOK 40 per Share (the "Offer Price"). The Offer is unanimously

recommended by the board of directors of the Company. Reference is also made to

the stock exchange announcement dated 9 November 2023 whereby the Offeror

announced that the condition for completion of the Offer relating to "Minimum

Acceptance", as set out in section 2.8 ("Conditions for Completion of the

Offer") of the Offer Document, has been satisfied.

As of 16:30 (CET) on the date hereof, the offer period under the Offer (the

"Offer Period") has expired and, therefore, in accordance with section 2.15

("Settlement") of the Offer Document, the Offeror hereby announces that

settlement of the Offer will be made as soon as reasonably possible, and not

later than on 7 December 2023.

Settlement of the Offer will, subject to applicable law, remain subject to the

conditions for completion of the Offer relating to "Conduct of Business", "No

Material Breach", "No Material Adverse Change" and "No Legal Action" set out in

section 2.8 ("Conditions for Completion of the Offer") of the Offer Document

until the settlement date.

On settlement, the Offer Price will be paid for every Share for which the Offer

has been lawfully accepted to the bank account that at the time of acceptance

was registered in Euronext Securities Oslo, the central securities depository of

Norway (the "VPS"), as the account for payment of dividends to that shareholder.

If there are no records of a bank account in the VPS that can be used for

settlement of the Offer Price, the shareholder must have specified on the

acceptance form (or on a separate sheet submitted together with the acceptance

form) the bank account number to which payment should be made.

For shareholders who do not hold a bank account with a Norwegian bank, payment

details for offshore payments must have been included in the acceptance form in

addition to the bank account number, the bank, IBAN, SWIFT/BIC or similar

payment codes depending on the jurisdiction where the bank account is located.

Arctic Securities AS (the "Receiving Agent") should be contacted by the

shareholder in this respect.

Shareholders registered in the VPS and who have not supplied the VPS with

details of any Norwegian kroner account, are deemed to have given their consent

that the Receiving Agent may send the funds in one of the following manners: (i)

by cheque in the local currency of the jurisdiction of the shareholder (either

as registered in the VPS or as stated on the acceptance form) or in U.S. dollars

(USD) or (ii) by remittal of funds to any bank account in the relevant

shareholder's name in any applicable currency of such account. The Receiving

Agent may select the payment method that the Receiving Agent in its sole opinion

deems the most appropriate, and the Receiving Agent may for such purpose convert

the funds into any applicable currency.

The complete terms and conditions for the Offer, including detailed information

regarding settlement, are set out in the Offer Document. Subject to regulatory

restrictions in certain jurisdictions, the Offer Document is 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.

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.

Important Notice

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 have 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.

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