Not for distribution, directly or indirectly, in or to the United States, Australia, Hong Kong, Canada or Singapore or any other jurisdiction where such distribution of this press release would be subject to legal restrictions.
Background and reasons
ProfilGruppen is a supplier of customised aluminium extrusions and components.
The demand for aluminium profiles has since 2010 had a strong decline. During 2011 a cost improvement program was implemented, reducing the overhead cost by approximately MSEK 25 on a yearly basis, equivalent to 42 full time employees. In order to counteract a quick fall in production volumes a number of customer contract’s was signed that, over time, has become disadvantageous for the Company. During 2013 ProfilGruppen heavily increased its sales and marketing resources which in the short term burden the result.
The expected financial recovery has taken longer than expected and it is the Board’s evaluation that the development of the result risks to harm the customer’s, suppliers and creditor’s confidence in ProfilGruppen. In order to strengthen the Companies financial position and show that the owners has a long term confidence in the Company the Board of Directors resolved, subject to the Extraordinary General Meeting’s approval, on a new share issue of approximately SEK 40 million (before transaction costs). The rights issue proceeds will be used in order to strengthen ProfilGruppens financial position and profitability
The Board of Directors of ProfilGruppen believes that the combined impact of the increased sales and marketing resources and the rights issue will improve the Company's financial position and increase profitability.
The rights issue
The Board of Directors has on 19 May 2014 resolved, subject to the Extraordinary
General Meeting’s approval, on a new share issue of approximately SEK 40 million (before transaction costs), with preferential rights for the Company’s shareholders, in proportion to the number of shares held as of the record date. 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. In so far as allotment in
accordance with the above cannot be executed pro rata, allotment shall be made by drawing of lots. Any remaining shares shall be allotted those who have provided guarantees for the share issue, pro rata in relation to the provided guarantee undertakings.
The Board of Directors will no later than on 10 June 2014 resolve, and announce, the maximum amount of the share capital increase, the number of subscription rights received per share and the number of subscription rights required to subscribe for a new share, the maximum number of shares to be issued and the subscription price to be paid for each new share.
The record date for participation in the rights issue is 17 June 2014 and the subscription period (subscription through payment) runs as from 19 June 2014 up to and including 3 July 2014, with the right for the Board of Directors to extend the subscription period. The trading in subscription rights is expected to take place as from 19 June 2014 up to and including 30 June 2014.
The rights issue is subject to approval by the Extraordinary General Meeting, which will be held on 11 June 2014. For further information, please see notice of the Extraordinary General Meeting in separate press release.
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 (so-called guarantee undertakings). 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
10 June, The subscription price and offer ratio are announced in a press release
at the latest
11 June The Extraordinary General Meeting resolves on approval of the Board of Directors’ rights issue resolution
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 February-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.
This press release may contain forward-looking statements which reflect ProfilGruppen 's current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the real outcome could differ materially from the forward looking statements.Documents and links