This press release may not be distributed, directly or indirectly, in the United States of America, Australia, Hong Kong, Canada or Singapore or any other country where such action is wholly or partially subject to legal restrictions.
The Board of Directors of ProfilGruppen AB (publ) (“ProfilGruppen” or the “Company”) has resolved on a rights issue subject to approval by an Extraordinary General Meeting on 11 June 2014.
Summary of principal terms
Terms of the rights issue etc.
On 19 May 2014, ProfilGruppen announced that the Board of Directors had resolved on a rights issue of approximately MSEK 40 before transaction costs. The Board of Directors has now resolved on the subscription price and the terms for the rights issue. Each share in ProfilGruppen that is held on the record date of the rights issue on 17 June 2014 shall entitle to one (1) subscription right and two (2) subscription rights entitles to subscription for one (1) new share. The subscription price has been set to SEK 17.00 per share. This corresponds to a discount of 34 percent compared to the theoretical exright price, based on the last closing price for the ProfilGruppen share on 9 June 2014 on NASDAQ OMX Stockholm. The subscription period will run from and including 19 June up to and including 3 July 2014 with the right for the Board of Directors to extend the subscription period.
Up to 2,466,259 new shares will be issued, which at full subscription represents a share capital increase of SEK 12,331,293. The total rights issue proceeds will be SEK 41.9 before transaction costs. The rights issue proceeds will be used in order to strengthen ProfilGruppen’s financial position.
The rights issue is subject to approval by the Extraordinary General Meeting to be held on 11 June 2014 at 6.00 p.m at the company’s plant press Max in Åseda. The invitation to Extraordinary General Meeting was announced on 19 May 2014 and is available on ProfilGruppen’s website www.profilgruppen.se/koncern.
Subscription and guarantee undertakings
The rights issue is fully secured. Ringvägen Venture AB, Barranca Ltd, Lars Johansson, Mats and Kerstin Egeholm, have undertaken to exercise their preferential right in the new share issue, corresponding in total to approximately 51.1 per cent (so-called subscription undertakings). The same shareholders have guaranteed to subscribe for the remaining part of the new share issue. The guarantee commission amounts to 4 per cent of respective guarantors’ maximum guaranteed amount according to the guarantee undertakings.
Preliminary timetable for the rights issue
11 June Extraordinary General Meeting
12 June Last day of trading in ProfilGruppen’s share including subscription rights
13 June ProfilGruppen s share is traded excluding subscription rights
17 June Record date for allotment of subscription rights, i.e. shareholders who are registered in the Company’s share register as of this day will receive subscription rights for participation in the new share issue
18 June Estimated date for publication of the prospectus
19 June – 30 June Trading in subscription rights
19 June – 3 July Subscription period (subscription through payment)
Around 9 July Announcement of the preliminary outcome of the new share issue
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in ProfilGruppen. Any invitation to the persons concerned to subscribe for shares in ProfilGruppen will only be made through the prospectus that ProfilGruppen estimates to publish on or around 18 June 2014.
This press release may not be released, published or distributed, directly or indirectly in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Singapore or South Africa or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions or would require such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.
No subscription rights, BTAs (interim shares) or new shares have or will be registered under the United States Securities Act of 1933 (“Securities Act”) or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, sold or transferred, directly or indirectly within the United States, other than pursuant to an exemption from the registration requirements of the Securities Act and in accordance with securities laws in relevant state or other jurisdiction in the United States.Documents and links