SG DevCo Common Shares to Trade on Nasdaq Stock
Market Under the Symbol “SGD”
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 announced that Nasdaq has approved the Company’s
application to list the common stock of Safe and Green Development
Corporation (“SG DevCo”), the Company’s real estate development
subsidiary, on the Nasdaq Stock Market under the symbol “SGD”.
Paul Galvin, Chairman and CEO, stated, “Our team has dedicated
over a year to reach this significant milestone and we are now
approaching the finish line. Considering that a third-party
analysis has set SG DevCo's fair market value at $74 million,
significantly surpassing SG Holdings' market cap, we believe that
this spin-off will create significant value for our investors. The
spin-off will effectively provide current SG Holdings stockholders
with two separate opportunities to participate in the value created
by SG DevCo as they will now own approximately 30% of SG DevCo,
while still maintaining their pro rata ownership in SG
Holdings.”
David Villarreal, President & CEO of Safe and Green
Development Corporation, commented, “SG DevCo’s outlook is
exceptionally bright, with a current project pipeline exceeding
$800 million and plans to develop over 4,000 units. The spin-off of
SG DevCo will create a pivotal moment for the Company.”
Stockholders who hold SG Holdings common stock at the close of
business on the record date, today, September 8th, 2023, will be
eligible to receive a distribution of 0.930886 shares of SG DevCo
for every 5 shares of SG Holdings common stock held. 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.”
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 (the “Distribution”). 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, September 8, 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.
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. 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.
The Company will provide further updates, including the
Distribution Date and the date that the SG DevCo shares will begin
trading on Nasdaq 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 plans to spin-off the Company’s real
estate development subsidiary SG DevCo, expecting to generate
significant 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, SG
DevCo’s ability to execute on its projected pipeline, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230908530072/en/
Investor Relations: Crescendo Communications, LLC
212-671-1020 SGBX@crescendo-ir.com
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