NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN AUSTRALIA, BELARUS, CANADA, HONG KONG, INDIA, JAPAN,
NEW ZEALAND, RUSSIA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, THE UNITED STATES OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Qben Infra AB ("Qben Infra" or the "Offeror") is hereby announcing an intention
to acquire the remaining shares in ININ Group through a voluntary share exchange
offer directed to the shareholders of ININ Group AS ("ININ Group"') in exchange
of 0.251107 newly issued shares in Qben Infra per one (1) share in ININ Group
(the "Offer"). The exchange ratio reflects the same as in the previous share
exchange offer launched on 4 November 2024, which was completed on 11 November
2024. The shares in ININ Group are listed on Euronext Growth (Oslo).
Summary of the intended Offer
o The shareholders of ININ Group will be offered 0.251107 shares in Qben Infra
per one (1) share in ININ Group
o The total value of the Offer amounts to approximately SEK 45.3 million based
on the volume weighted averages price (VWAP) for Qben Infra's share on Nasdaq
First North Premier Growth Market during the period from 8 January 2025 up to,
and including, 22 January 2025
o A prospectus regarding the Offer is expected made public on or around 7 March
2025, provided approval from the Swedish Financial Supervisory Authority (sw.
Finansinspektionen). The acceptance period for the intended offer in expected to
commence on or around 10 March 2025 and expire on or around 7 April 2025
Background and reasons for the intended Offer
On 31 May 2024, Qben Infra launched a voluntary share exchange offer directed to
the 140 largest shareholders in ININ Group, where one share in ININ Group
entitled 0.251107 new shares in Qben Infra (the "Initial Offering"). On 1 July
2024, Qben Infra announced that it had received acceptances corresponding to
91,516,417 shares in ININ Group in the Initial Offering (approximately 73
percent of total shares outstanding in ININ Group). On 4 November 2024, Qben
Infra published an offering prospectus and launched a voluntary share exchange
offer to all shareholders in ININ Group, at the same terms and conditions set
forth in the Initial Offering. The offer period ended on 11 November 2024 and,
including the Initial Offering, Qben Infra received acceptances corresponding to
a total of 111,961,172 shares in ININ Group (approximately 86 percent of total
shares outstanding in ININ Group). Qben Infra has, following this, acquired
another 8,407,508 shares, resulting in Qben Infra currently owning 120,368,680
shares in ININ Group, representing 89.3 percent on a fully issued and
outstanding basis. Provided 100 percent acceptance rate of the intended Offer,
current ININ Group shareholders (outside of Qben) will own approximately 4.8
percent of Qben Infra. The reason for Qben Infra's offer to the remaining
shareholders of ININ Group is to integrate ININ Group as a wholly owned
subsidiary.
Conditions for completion of the intended Offer
The completion of the Offer is conditional upon that:
1. with respect to the Offer, to the extent applicable, all necessary
regulatory, governmental or similar clearances, approvals and decisions,
including approvals from competition authorities, have been obtained, in each
case on terms which, in Qben Infra's opinion, are acceptable