Expected Distribution Ratio of 0.932622 for
every 5 Shares of SG Holdings
Safe & Green Holdings Corp. (NASDAQ: SGBX) (“SG Holdings” or
the “Company”), a leading developer, designer, and fabricator of
modular structures for residential, commercial, and point-of-care
medicine, today provided a further update on the planned spin-off
of Safe & Green Development Corp (“SG DevCo”), the Company’s
real estate development subsidiary, to become a standalone company
listed on Nasdaq.
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Specifically, stockholders who hold SG Holdings common stock by
the close of the business on the record date of September 8th,
2023, will be eligible to receive a distribution of precisely
0.932622 shares of SG DevCo for every 5 shares of SG Holdings held
(the” Distribution”).
Paul Galvin, CEO of Safe & Green Holdings, commented, “It
was important for us to clarify the precise number of SG DevCo
shares to be received by SG Holdings shareholders in connection
with the planned spinoff. Moreover, we expect to provide additional
near-term updates regarding the planned spin-off.”
No action is required by SG Holdings’ stockholders to receive
shares of SG DevCo’s common stock in the Distribution. More
detailed information on the distribution can be found in the
section entitled “Distribution information.”
As a reminder, SG DevCo is a modular real estate developer with
a proven track record of acquiring and entitling parcels, which has
created a development pipeline of over 4,000 units. As previously
disclosed, a third party fairness opinion has valued SG DevCo’s
fair market value at $74 million. As an independent entity, SG
DevCo will be able to streamline strategic decisions and focus on
the needs of the commercial and residential real estate market. By
having SG Holdings and SG DevCo focus on their core competencies,
both companies expect to generate greater value for
stockholders.
Distribution Information
As previously announced, the separation will occur by means of a
pro rata distribution by the Company of approximately thirty
percent of the outstanding shares of SG DevCo common stock to the
Company’s current stockholders. SG Holdings will retain
approximately seventy percent of SG DevCo common stock immediately
following the Distribution.
SG Holdings plans to set a new date to distribute (the
“Distribution Date”) the shares of SG DevCo to holders of record as
of the close of business on the record date. Each SG Holdings
stockholder will receive 0.932622 shares of SG DevCo common stock
for every five (5) shares of SG Holdings common stock held as of
the close of business on the record date. No fractional shares of
SG DevCo common stock will be issued in the Distribution, and
stockholders will receive cash in lieu of fractional shares. SG
Holdings' transfer agent and registrar, American Stock Transfer and
Trust Company, LLC, will serve as transfer agent and registrar for
SG DevCo as well, and act as distribution agent in connection with
the Distribution. The Company will provide further updates
regarding the Distribution Date when available.
The Distribution remains subject to the satisfaction or waiver
of the conditions described in SG DevCo’s Registration Statement on
Form 10, as amended, including the U.S. Securities and Exchange
Commission (SEC) having declared effective the Form 10 and Nasdaq
having approved the listing of SG DevCo common stock. The Form 10
has been filed by SG DevCo with the SEC and is publicly available
at www.sec.gov.
SG Holdings expects to make available an information statement
to all stockholders entitled to receive the distribution of shares
of SG DevCo’s common stock. The information statement is filed as
an exhibit to SG DevCo’s Registration Statement on Form 10 and
describes SG DevCo and certain risks of owning SG DevCo common
stock and provides other information regarding the spin-off.
SG Holdings stockholders who hold shares of common stock on the
record date of September 8, 2023, and decide to sell any of those
shares before the Distribution Date, should consult their
stockbroker, bank, or other nominee to understand whether the
shares of SG Holdings common stock will be sold with or without
entitlement to SG DevCo common stock pursuant to the
Distribution.
About Safe & Green Holdings
Corp.
Safe & Green Holdings Corp., a leading modular solutions
company, operates under core capabilities which include the
development, design, and fabrication of modular structures, meeting
the demand for safe and green solutions across various industries.
The firm supports third party and in-house developers, architects,
builders and owners in achieving faster execution, greener
construction, and buildings of higher value. The Company’s
subsidiary, Safe and Green Development Corporation, is a leading
real estate development company. Formed in 2021, it focuses on the
development of sites using purpose built, prefabricated modules
built from both wood and steel, sourced from one of SG Holdings’
factories and operated by the SG Echo subsidiary. For more
information, visit https://www.safeandgreenholdings.com/ and follow
us at @SGHcorp on Twitter.
Safe Harbor Statement
Certain statements in this press release constitute
"forward-looking statements" within the meaning of the federal
securities laws. Words such as "may," "might," "will," "should,"
"believe," "expect," "anticipate," "estimate," "continue,"
"predict," "forecast," "project," "plan," "intend" or similar
expressions, or statements regarding intent, belief, or current
expectations, are forward-looking statements. These forward-looking
statements are based upon current estimates and assumptions and
include statements regarding plans to spin-off the Company’s real
estate development subsidiary SG DevCo, expecting to generate
greater value for stockholders, and SG DevCo’s pipeline While the
Company believes these forward-looking statements are reasonable,
undue reliance should not be placed on any such forward-looking
statements, which are based on information available to us on the
date of this release. These forward-looking statements are subject
to various risks and uncertainties, many of which are difficult to
predict that could cause actual results to differ materially from
current expectations and assumptions from those set forth or
implied by any forward-looking statements. Important factors that
could cause actual results to differ materially from current
expectations include, among others, the Company’s ability to
complete the spin-off of SG DevCo as planned, the Company’s ability
to list SG DevCo on the Nasdaq as planned and the other factors
discussed in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2022 and its subsequent filings with the SEC,
including subsequent periodic reports on Forms 10-Q and 8-K, and in
the Form 10 registration statement filed by SG DevCo. The
information in this release is provided only as of the date of this
release, and we undertake no obligation to update any
forward-looking statements contained in this release on account of
new information, future events, or otherwise, except as required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230907852256/en/
Investor Relations: Crescendo Communications, LLC
212-671-1020 SGBX@crescendo-ir.com
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