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The extraordinary general meeting of ProfilGruppen resolved today to approve the resolution by the Board of Directors on a new share issue.
The general meeting resolved to approve the resolution by the Board of Directors from May 19, 2014 to issue new shares with preferential right for the existing shareholders. The terms and conditions of the new share issue are as follows; each existing share held on the record date for participation in the new share issue on June 17, 2014 shall entitle to one subscription right and two subscription rights entitle to subscription for one new share. The subscription price is SEK 17.00 per share. The total rights issue amounts to MSEK 41.9 before transaction costs, if fully subscribed.
In the event that not all shares are subscribed for with preferential rights, the Board of Directors shall resolve on the allotment of shares subscribed for without subscription rights up to the maximum amount of the new share issue. In such case, such shares shall be allotted to those who have subscribed for shares by the exercise of subscription rights and notified that they wish to subscribe for additional shares, irrespective of whether they were shareholders on the record date, pro rata in relation to the number of subscription rights each one has exercised for subscription. Any remaining shares shall be allotted those who have provided guarantees for the share issue pro rata in relation to the provided guarantee undertakings. In so far as allotment in accordance with the above cannot be executed pro rata, allotment shall be made by drawing of lots.
Subscription for shares shall be carried out during the period as from 19 June 2014 up to and including 3 July 2014, or, as for guarantors, up to and including 8 July 2014. The Board of Directors shall be entitled to extend the subscription period. The Board of Directors is authorized to postpone the start of the rights issue with a maximum of three months.
Full information on the new share issue will be included in the prospectus expected to be published June 13, 2014.
The general meeting’s resolution to approve the Board of Directors’ resolution to issue new shares was approved unanimously.
The minutes from the extraordinary general meeting will be available in Swedish on the company’s webpage, www.profilgruppen.se/koncern.
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 13 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