Results of share exchange offer directed to all shareholders in ININ Group

18 Nov 2024 08:32 CET

Results of share exchange offer directed to all shareholders in ININ Group |
Qben Infra indends to proceed with listing of its shares on Nasdaq First North
Premier Growth Market

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN THE 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

18 November 2024 – Reference is made to the stock exchange announcements dated 4
and 12 November 2024 regarding the voluntary share exchange offer directed to
all shareholders in ININ Group AS. Qben Infra AB has announced the outcome of
its voluntary share exchange offer to acquire all the outstanding shares in ININ
Group, corresponding to approximately 86 per cent of the outstanding shares in
ININ Group, and the intention to proceed with the listing of its shares on
Nasdaq First North Premier Growth Market in Stockholm.

Øivind Horpestad, CEO of ININ Group and new CEO of Qben Infra, comments: “With
Qben Infra, we are building a leading group specializing in the acquisition and
development of platforms within infrastructure services in the Nordics. We see
strong tailwinds in our markets with underinvested infrastructure and increasing
electrification. Both Sweden and Norway have announced record infrastructure
investment budgets. Our team has extensive sector experience and a proven
ability to drive organic growth and margin improvements in our companies. We
look forward to continuing our growth journey as a listed company in Stockholm,
together with all our employees, portfolio companies and our shareholders.”

About the Offer to the Shareholders of ININ Group
Including the previous offer directed to the 140 largest shareholders in ININ
Group, Qben Infra has received acceptances corresponding to a total of
111,961,172 shares in ININ Group, representing approximately 86% of total shares
outstanding in ININ Group.

Non-Norwegian shareholders who have experienced issues with accepting the offer
via their nominee bank/account should contact ABG Sundal Collier for further
assistance.

Following the positive feedback from Nasdaq with regards to Qben Infra’s listing
application, Qben Infra also declares the Offer to the Shareholders of ININ
Group unconditional. Settlement of the offer will be carried out in connection
with the Listing, which is expected to be completed on or around 29 November
2024.

Following completion of the Offer and subject to a 2/3 majority vote at ININ
Group’s general meeting, Qben Infra will seek to apply for a de-listing of ININ
Group at Euronext Growth.

Please see the press release from Qben Infra for further information about the
intended Listing:
https://www.qben.se/en/qben-infra-announces-outcome-in-public-tender-offer-to-in
in-group-intends-to-proceed-with-listing-of-its-shares-on-nasdaq-first-north-pre
mier-growth-market/

Advisers
ABG Sundal Collier ASA is acting as financial adviser and receiving agent and
Advokatfirma DLA Piper is acting as legal adviser to the Offeror in the process.

(ENDS)

Contact information
Qben Infra
Per Anderson
Founder Qben Infra
Tel: +46 07 07 37 17 17, E-post: per@kvalitetsbygg.se

Important notice
The Offer, pursuant to the terms and conditions presented in this press release,
is not being made to persons whose participation in the Offer requires that an
additional offer document is prepared or registration effected or that any other
measures are taken in addition to those required under Norwegian and/or Swedish
law.

This press release and any related Offer documentation are not being distributed
and must not be mailed or otherwise distributed or sent in or into any country
in which the distribution or offering would require any such additional measures
to be taken or would be in conflict with any law or regulation in such country –
any such action will not be permitted or sanctioned by the Offeror. Any
purported acceptance of the Offer resulting directly or indirectly from a
violation of these restrictions may be disregarded.

The Offer is not being and will not be made, directly or indirectly, in or into,
by use of mail or any other means or instrumentality of interstate or foreign
commerce of, or any facilities of a national securities exchange of Australia,
Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South
Africa, Switzerland or the United States. This includes, but is not limited to
facsimile transmission, electronic mail, telex, telephone, the internet and
other forms of electronic transmission. The Offer cannot be accepted and shares
may not be tendered in the Offer by any such use, means, instrumentality or
facility of, or from within Australia, Belarus, Canada, Hong Kong, India, Japan,
New Zealand, Russia, Singapore, South Africa, Switzerland or the United States
or by persons located or resident in Australia, Belarus, Canada, Hong Kong,
India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the
United States. Accordingly, this press release and any related Offer
documentation are not being and should not be mailed or otherwise transmitted,
distributed, forwarded or sent in or into Australia, Belarus, Canada, Hong Kong,
India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the
United States or to any person who is from or is located or resident in
Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia,
Singapore, South Africa, Switzerland or the United States. For purposes of this
section, "United States" refers to the United States of America (its territories
and possessions, any state of the United States and the District of Columbia).

Any purported tender of shares in the Offer resulting directly or indirectly
from a violation of these restrictions will be invalid and any purported tender
of shares made by a person located in Australia, Belarus, Canada, Hong Kong,
India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the
United States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from or within
Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia,
Singapore, South Africa, Switzerland or the United States will be invalid and
will not be accepted. Each person who holds shares and participates in the Offer
will certify to not being from, being located in or participating in the Offer
from Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia,
Singapore, South Africa, Switzerland or the United States and not acting on a
non-discretionary basis for a principal that is from, is located in or giving
order to participate in the Offer from Australia, Belarus, Canada, Hong Kong,
India, Japan, New Zealand, Russia, Singapore, South Africa, Switzerland or the
United States. The Offeror will not deliver any consideration relating to the
Offer to Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand,
Russia, Singapore, South Africa, Switzerland or the United States. This press
release is not being, and must not be, sent to shareholders with registered
addresses in Australia, Belarus, Canada, Hong Kong, India, Japan, New Zealand,
Russia, Singapore, South Africa, Switzerland or the United States. Banks,
brokers, dealers and other nominees holding shares for persons in Australia,
Belarus, Canada, Hong Kong, India, Japan, New Zealand, Russia, Singapore, South
Africa, Switzerland or the United States must not forward this press release or
any other document related to the Offer to such persons.

The Offer, the information and documents contained in this press release are not
being made and have not been approved by an authorised person for the purposes
of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, the information and documents contained in this press release are
not being distributed to, and must not be passed on to, the general public in
the United Kingdom except where there is an applicable exemption. The
communication of the information and documents contained in this press release
is exempt from the restriction on financial promotions under section 21 of the
FSMA on the basis that it is a communication by or on behalf of a body corporate
which relates to a transaction to acquire day to day control of the affairs of a
body corporate; or to acquire 50 percent or more of the voting shares in a body
corporate, within article 62 of the UK Financial Service and Markets Act 2000
(Financial Promotion) Order 2005.

Regardless of the previous, the Offeror reserves the right to approve that the
Offer is accepted by persons not present or resident in Norway and/or Sweden
Norway if the Offeror, in its own opinion, assesses that the relevant
transaction can be carried out in accordance with applicable laws and
regulations.

To the extent permissible under applicable law or regulation, the Offeror or its
brokers may purchase, or conclude agreements to purchase, shares in ININ Group,
directly or indirectly, outside of the scope of the Offer, before, during or
after the period in which the Offer remains open for acceptance. This also
applies to other securities which are directly convertible into, exchangeable
for, or exercisable for ININ Group shares, such as warrants. These purchases may
be completed via a market place at market prices or outside a market place at
negotiated prices. Any information on such purchases will be disclosed as
required by law or regulation in Norway and/or Sweden.

Forward-looking information

Statements in this press release relating to future status and circumstances,
including statements regarding future performance, growth and other projections
as well as benefits of the Offer, are forward-looking statements. These
statements may generally, but not always, be identified by the use of words such
as "anticipates", "expects", "believes", or similar expressions. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
Actual results may differ materially from those expressed or implied by these
forward-looking statements due to many factors, many of which are outside the
control of the Offeror. Any such forward-looking statements speak only as of the
date on which they were made and the Offeror has no obligation (and undertakes
no such obligation) to update or revise any of them, whether as a result of new
information, future events or otherwise, except for in accordance with
applicable laws and regulations.

More information:
Access the news on Oslo Bors NewsWeb site