Sonans Holding AS

06/18/2021 | Press release | Distributed by Public on 06/18/2021 01:52

SONANS HOLDING AS: CONTEMPLATED CORPORATE REORGANISATION

The board of directors of Sonans Holding AS (the 'Company') has resolved to initiate a corporate reorganisation in order to simplify the corporate structure of the Sonans group (the 'Reorganisation'). The Reorganisation comprises the following main steps: (i) Transfer of the shares in Bjørknes Høyskole AS ('BH') and Bjørknes Education AS ('BE') from Sonans Bidco AS to Sonans Gruppen AS; (ii) Transfer of the shares in BE from Sonans Gruppen AS ('SG') to BH (step (i) and (ii) together, the 'Share Transfers'); (iii) Parent-subsidiary merger between Sonans Midco AS ('Midco') and Sonans Holdco AS ('Holdco'); and (iv) Parent-subsidiary merger between Holdco and the Company (step (iii) and (iv) together, the 'Mergers'). As a result of the Share Transfers, BH will become a direct subsidiary of SG and BE will become a direct subsidiary of BH. As a result of the Mergers, all the assets, rights and liabilities of Holdco and Midco will be transferred to the Company, and Holdco and Midco will be dissolved. The Mergers will be carried out in accordance with the simplified merger procedures for parent/subsidiary mergers pursuant to section 13 23 of the Norwegian Private Limited Companies Act (the 'Companies Act'). The merger plans for the Mergers, as well as the latest annual accounts, annual rapports and auditor reports for the companies involved in the Mergers, will be made available for the shareholders' review on the Company's website. As required by section 13-23 (3) of the Companies Act, each shareholder of the Company will receive a separate notification in this regard. The Mergers will not be formally resolved by the relevant boards of directors until one month after the documents referred to above have been made available to the shareholders. For more information, please contact: Henrik Knudtzon, CFO, Sonans Holding AS Tel: +47 93022827 Email: [email protected]