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, and the planned distribution of approximately 30% of the outstanding shares of SG DevCo common stock to SG Holdings' stockholders on a pro rata basis (the "Distribution").
The Company has set September 27, 2023, as the planned effective date for the Distribution (the "Distribution Date"). Additionally, the Company reports that on September 18, 2023, SG DevCo's registration statement on Form 10 (the "Registration Statement") relating to the Distribution was declared effective by the SEC. The Registration Statement includes a preliminary information statement that describes the Distribution, certain risks of owning SG DevCo common stock and provides important information regarding SG DevCo's business and management. SG DevCo will shortly commence mailing the final information statement to holders of SG Holdings common stock.
As previously announced, the Company expects commencement of trading on the Nasdaq Stock Market on September 19, 2023, on a "when-issued" basis under the ticker symbol "SGDVV". The "when-issued" trading market will allow investors to purchase or sell SG DevCo common stock up to and through the Distribution Date, but transactions will not settle until after the Distribution Date. SG Holdings expects that "regular-way" trading of SG DevCo's common stock will begin on the first trading day after the Distribution Date.
SG Holdings stockholders who sell their shares of SG Holdings common stock in the "regular way" market on or after September 7, 2023 and up to and including the Distribution Date will be selling their right to receive shares of SG DevCo in connection with the separation. Beginning on September 19, 2023 and continuing up to and including the Distribution Date, it is expected that there will be two ways to trade SG Holdings common stock on Nasdaq: with or without the distribution of SG DevCo common stock. If, during the period of two-way trading, a SG Holdings stockholder sells shares of SG Holdings common stock in the "regular way" market, the stockholder will be selling both the shares of SG Holdings common stock and the right to receive shares of SG DevCo common stock in the transaction. If, during the period of two-way trading, a SG Holdings stockholder sells shares of SG Holdings common stock in the "ex-distribution" market, the SG Holdings stockholder will be selling only shares of SG Holdings common stock and will retain the right to receive shares of SG DevCo common stock in the transaction. That is, shares sold in the "ex-distribution" market will not carry due-bills for the right to receive the shares of SG DevCo common stock in connection with the separation. Investors are encouraged to consult with their financial advisors regarding the specific implications of buying or selling shares of SG Holdings common stock on or before the Distribution Date.
The Distribution is expected to occur on September 27, 2023. Each SG Holdings stockholder will receive precisely 0.930886 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, September 8, 2023. No fractional shares of SG DevCo common stock will be issued in the Distribution, and stockholders will receive cash in lieu of fractional shares.
The Distribution remains subject to the satisfaction or waiver of the conditions described in SG DevCo's Registration Statement on Form 10, as amended. The Form 10 has been filed by SG DevCo with the SEC and is publicly available at www.sec.gov.
The Company will provide further updates regarding the Distribution, if any, when that information is available.
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 the anticipated spin-off of SG DevCo and the timing thereof, the timing of the mailing of the final information statement, the anticipated "when issued" trading of SG DevCo common stock and the anticipated "ex distribution" trading of SG Holdings common stock. 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 but are not limited to those 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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