Alpcot Agro has decided to undertake a directed new share issue


Alpcot Agro has decided to undertake a directed new share issue

The Board of Directors of Alpcot Agro AB (publicly listed company) (the
“Company”) has decided to undertake a directed new share issue, subject to the
approval of the general meeting, of SEK 138.4 million (the “Issue”).

This press release is not intended for, and may not be distributed to or be
published in, directly or indirectly, Australia, Canada, Hong Kong, Japan, New
Zealand, South Africa or the USA, or any other jurisdiction where it would
require any form of registration or would constitute a breach of law.

The Issue has been subscribed for primarily by Swedish and international
institutional investors in an aggregate amount of SEK 138,400,003, corresponding
to approximately USD 20.0 million.

The Issue is undertaken by reason of the acquisition (the Acquisition”) of
Landkom International plc (“Landkom”) through a scheme of arrangement in
accordance with section 157 in the Isle of Man Companies Act 2006 (the
“Scheme”). The Acquisition means that the Company acquires all outstanding
shares and warrants in Landkom against payment in the form of newly issued
shares in the Company. The newly issued shares constitute 17 per cent of the
equity of the Company prior to the Issue.

Payment for the newly issued shares will be made in cash (approx. SEK 117.6
million) and by set-off (approx. SEK 20.8 million). The set-off is a part of the
Acquisition and includes a purchase by the Company of claims against a
subsidiary of Landkom with payment against a promissory note. This promissory
note will be used for subscription of shares in the Issue with payment by
set-off.

The number of shares relating to the Issue amounts to 19,771,429. The
subscription price, which was decided through book building amounts to SEK 7.0
and corresponds to a premium to the ten day volume-weighted average share price
of 4.5 per cent. The shares relating to the Issue constitute 16.6 per cent of
the equity prior to the Acquisition but including the Issue, and 14,2 per cent
of the equity after the Acquisition and including the Issue.

Announced in a separate press release today, the Board of Directors has resolved
to convene an extraordinary general meeting, which will be held on the 9thof
January 2012, in order to obtain approval for the Acquisition and the Board of
Directors’ resolution on the Issue.

The Issue is conditional upon: (i) the passing of the resolutions to duly
approve: (a) the Issue and (b) the Acquisition, by the Company’s shareholders at
the extraordinary general meeting contemplated to be held on or about 9 January
2012; (ii) The Company receiving binding subscriptions of shares in respect of
an aggregate subscription amount of not less than USD 20 million; (iii) the
Scheme becoming effective under the Isle of Man Companies Act 2006 (as amended);
and (iv) all conditions to the Scheme being fulfilled or waived save for the
condition that the conditions to such new issue of shares are satisfied.

Distribution of confirmation to the subscribers of the new shares will be made
on the date the Scheme becomes effective which is expected to take place on or
about 26 January 2012 and payment of the new shares shall be made within three
days thereafter.

The newly issued shares carry the right to profit sharing from the financial
year 2012.

The reason for derogating from the shareholders’ pre-emptive right is to ensure
that the Company can raise sufficient capital to satisfy the terms of the
Acquisition. The proceeds from the Issue is intended to be used for working
capital for the Ukrainian operations, investments in Ukraine and restructuring
and transaction costs in relation to the Acquisition.

The Issue means that the number of shares in the Company will increase from
99,197,472 to 118,968,901. The Company’s equity will therefore increase by SEK
98,857,145, from SEK 496,987,360 to SEK 594,844,505.

Pareto Öhman (E. Öhman J:or Fondkommission AB) is the financial adviser to the
Company in connection with the Issue. Gernandt & Danielsson Advokatbyrå KB is
the legal adviser to Pareto Öhman in connection with the Issue, and Kilpatrick
Townsend Advokat KB is the legal adviser to the Company. The Company’s Certified
Adviser is Remium Nordic AB.

Fort additional information, please contact

Investor Relations +46 735 353 000

About Alpcot Agro AB (publ)              
Alpcot Agro is a Swedish limited liability company incorporated in 2006. The
Company's business idea is to generate an attractive return on invested capital
by optimally utilizing the Company's agricultural land bank through crop
production, dairy farming and other similar operations in Russia and the other
CIS states. The shares in Alpcot Agro are listed on First North under the ticker
ALPA and the Company's Certified Adviser is Remium Nordic AB. Additional
information is available on www.alpcotagro.com

IMPORTANT INFORMATION

The information above is not intended for, and may not be distributed to or be
published in, directly or indirectly, Australia, Canada, Hong Kong, Japan, New
Zeeland, South Africa or the USA, or any other jurisdiction where this would
require registrations measures or would constitute a breach of law. The
information above does not contain or constitute an invitation or an offer to
acquire, subscribe for, sell or otherwise trade in shares or other securities in
the Company (“the securities”). Nor does it constitute a prospectus under the
terms in Directive 2003/71/EC. No securities are or will be registered in
accordance with the U.S. Securities Act of 1933 (“Securities Act”) or any
provincial act in Canada. Nor are or will any securities be registered under any
legislation in Australia, Hong Kong, Japan, New Zeeland or South Africa. The
securities may therefore not, directly or indirectly, be sold, resold, offered
for sale, delivered or spread within or to any of these jurisdictions, or to any
person located there at that point of time or resident there, or on account of
such person, and further not to or within any other jurisdiction where such
measure would violate the laws of the jurisdiction or require registrations
measures, other than in accordance with an applicable exemption. A failure to
comply with this instruction may result in a violation of the Securities Act or
laws applicable in other jurisdictions.

This press release is only being distributed to and is only directed at
(i) persons who are outside the United Kingdom or (ii) to investment
professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion Order 2005) (the “Order”) or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated, falling
within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and
(iii) above together being referred to as “relevant persons”). The securities
are only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in only with,
relevant persons. Any person who is not a relevant person should not act or rely
on this document or any of its contents.

Pareto Öhman is acting for the Company and no one else in connection with the
Issue and will not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for providing advice in relation to
the Issue and/or any other matter referred to in this announcement. Pareto Öhman
accepts no responsibility whatsoever and makes no representation or warranty,
express or implied, for the contents of this announcement, including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on its behalf, in connection with the Issue and
nothing in this announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or future. Pareto Öhman
accordingly disclaims to the fullest extent permitted by law all and any
responsibility and liability whether arising in tort, contract or otherwise
which it might otherwise have in respect of this announcement or any such
statement.

This press release may contain forward-looking statements that reflect the
Company’s current views with respect to future events and financial and
operational performance. Forward-looking statements can be identified by the
fact that they do not relate strictly to historic or current facts or by the use
of terminology, including, but not limited to, terms such as “may”, “will”,
“expects”, “believes”, “anticipates”, “plans”, “intends”, “wants”, “estimates”,
“projects”, “targets”, “forecasts”,” seeks”, “aims”, “could”, “should” or, in
each case, the negative of such terms, and other variations on such terms or
comparable terminology. These statements are solely based on the circumstances
as at the date on which they are made and the Company undertakes no obligation
to publicly update or revise any such information, whether due to new
information, new conditions or other circumstances. Though the Company considers
the statements fair, no undertakings or warranties are provided that they will
be realized or shown to be correct. Thus, such statements must not be unduly
relied on.

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