Approval of the Board of Directors' resolution regarding a directed share issue and election of board member and resolution regarding remuneration The General Meeting approved the Board's resolution regarding a directed share issue to Konsumentföreningen Stockholm (KfS) whereby the Company's share capital may be increased by not more than SEK 34,959,350 through the issue of not more than 34,959,350 new shares. The issue price shall be SEK 6.15 per share, which entails that the share issue will generate proceeds of approximately SEK 215 M for the Company before issue costs. Subscription and payment for new shares shall occur not later than September 15, 2009. Through the share issue, KfS will become the owner of 21.1% of the shares and voting rights in the Company.[1] In conjunction with the directed share issue to KfS, Laszlo Kriss was elected as a new member of the RNB Board of Directors, and the meeting resolved to pay a director's remuneration of SEK 52,000 for the period until the next Annual General Meeting. Laszlo Kriss, who was born in 1946, has been President of KfS since 1996. He is Chairman of the Board of Atrium Ljungberg AB and a Board member of KfS and of MedMera Bank AB. From 1986 to 2006, Laszlo Kriss was President of various property companies, including KF Fastigheter, Fastighets AB Brogatan and Atrium Fastigheter AB. Approval of the Board's resolution regarding a preferential rights issue The General Meeting approved the Board's resolution regarding a rights issue with preferential rights for shareholders whereby the Company's share capital may be increased by not more than SEK 16,308,237 through the issue of not more than 16,308,237 new shares. The Company's shareholders shall be entitled to preferential rights to subscribe for the new shares, whereby shareholders are entitled to subscribe for one (1) new share for every seven (7) old shares held. The issue price shall be SEK 6.15 per share, which entails that the rights issue will generate proceeds of not more than approximately SEK 100 M for the Company before issue costs. The record day for participation in the rights issue is September 21, 2009. This entails that the RNB share will be traded excluding the right to participation in the rights issue from September 17, 2009. Subscription for shares shall occur from September 25 to October 9, 2009, or such later date as decided by the Board of Directors. Shareholders who choose not to participate in the rights issue will have their holdings diluted by approximately 9.9%,[2] but will have the opportunity to obtain financial compensation for the dilution effect of the preferential rights issue by selling their subscription rights. Torsten Jansson has undertaken to subscribe for shares in the preferential rights issue corresponding to his holdings, which are equivalent to about 1.64% of the issue. In addition, Torsten Jansson and KfS have guaranteed that, provided that the issue is not fully subscribed, they will subscribe for additional shares corresponding to about 38.2% of the issue, which will increase the total commitment to about 40% of the issue. The schedule for the preferential rights issue is as follows: September 17, 2009: Estimated date for publication of prospectus September 17, 2009: First date for trading in shares excluding the right to participation in the share issue September 21, 2009: Record day for participation in the rights issue, meaning that shareholders registered in the shareholders' register will, on this date, obtain subscription rights that entail entitlement to participate in the preferential rights issue September 25, 2009 - October 6, 2009: Trading of subscription rights, meaning that shareholders who do not subscribe to shares in the preferential rights issue and do not wish to lose the value of the subscription rights may, during this period, sell their subscription rights September 25, 2009 - October 9, 2009: Subscription period Financial and legal advisors Access Partners is the financial advisor to RNB. The law firm Vinge is the legal advisor. For further information, please contact: Mikael Solberg, President, RNB RETAIL AND BRANDS Tel: +46 8 410 520 20, +46 768 87 20 20, e-mail: mikael.solberg@rnb.se Cecilia Lannebo, IR, RNB RETAIL AND BRANDS Tel: +46 8 410 520 45, +46 768 87 20 45, e-mail: cecilia.lannebo@rnb.se Gunnar Bergquist, CFO, RNB RETAIL AND BRANDS Tel: +46 8 410 520 01, +46 768 87 20 01, e-mail: gunnar.bergquist@rnb.se This is the type of information that RNB must disclose in accordance with the Securities Trading Act. The information was submitted for publication at 5:00 p.m. on September 10, 2009. This press release may not be announced, published or disseminated, directly or indirectly, in the United States of America, Canada, Japan or Australia. Nothing in this press release shall be deemed to constitute an offer to invest or otherwise deal in shares in RNB. The contemplated share issue will not be directed at persons domiciled or resident in the United States, Canada, Japan or Australia, or any other country where participation requires further prospectuses or other offer documentation, registrations or other measures than what follows from Swedish law, except under applicable exemption. No securities in RNB will be registered pursuant to the United States Securities Act of 1933 or any provincial act in Canada. [1] KfS's holding of shares and voting rights assuming full subscription of the preferential rights issue of SEK 100 M. [2] Total dilution that also includes the directed issue to KfS will amount to about 31%.
Press release from Extraordinary General Meeting, RNB RETAIL AND BRANDS AB (publ), September 10, 2009
| Source: RNB RETAIL AND BRANDS AB