Expected Distribution Ratio of 0.93 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 an 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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Stockholders who hold or purchase SG Holdings common stock by the close of the market on the newly set record date of September 8th, 2023, will be eligible to receive a distribution of approximately 0.93 shares of SG DevCo for every 5 shares of SG Holdings held (the” Distribution”). An example of this would be as follows:
For every 1,000 shares of SG Holdings, a stockholder can expect to receive approximately 186 shares of SG DevCo.
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.
As previously announced, the separation will occur by means of a pro rata distribution by the Company of thirty percent of the outstanding shares of SG DevCo common stock to the Company’s current stockholders. SG Holdings will retain 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 approximately 0.93 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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