NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SINGAPORE, SOUTH AFRICA, SWITZERLAND, JAPAN OR HONG KONG OR IN ANY JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
This is a non-official translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
- Shareholders in FormPipe Software have preferential rights to subscribe for three (3) new shares for every share held
- The subscription price is SEK 3.40 per share, which represents total rights issue proceeds of approximately SEK 125 million before transaction costs
- The subscription period runs from and including 18 June 2012, up to and including 2 July 2012
- The rights issue is fully covered by subscription undertakings, underwriting undertakings by existing shareholders and a guarantee consortium
- The rights issue is subject to approval by the Extraordinary General Meeting, which will be held on 7 June 2012
- The rights issue proceeds will be used as part of the financing of the acquisition of Traen Holding A/S
The Board of Directors has resolved on the terms for the rights issue, resolved upon by the Board of Directors on 6 May 2012, subject to approval by the Extraordinary General Meeting. For one (1) share held in FormPipe Software, the holder is entitled to three (3) subscription rights. One (1) subscription right entitles the holder to subscribe for one (1) new share. The subscription price is SEK 3.40 per share which implies that the rights issue will raise approximately SEK 125 million for FormPipe Software, before transaction costs, through the issue of 36.7 million new shares and the share capital will increase by not more than SEK 3 670 094,10.
The record date at the Swedish Central Securities Depository, Euroclear Sweden AB, for participation in the rights issue is 13 June 2012. The subscription period will run from and including 18 June 2012, up to and including 2 July 2012, or such later date as decided by the Board of Directors. Rights not subscribed by such date will be void and have no value. Subscription rights will be tradable on NASDAQ OMX Stockholm from and including 18 June 2012 up to and including 27 June 2012.
Please note that the subscription rights are expected to have an economic value. In order not to lose the value of the subscription rights, the shareholders must either exercise the subscription rights and subscribe for new shares or sell the subscription rights that have not been exercised.
Indicative timetable for the rights issue
| 7 June 2012 | Annual General Meeting/Extraordinary General Meeting of shareholders to decide on the rights issue resolved by the Board of Directors |
| 11 June 2012 | First day of trading in FormPipe Software shares, excluding preferential rights to participate in the rights issue |
| 13 June 2012 | Estimated date of publication of the prospectus |
| 13 June 2012 | Record date for participation in the rights issue, i.e. shareholders registered in the share register of FormPipe Software as of this date will receive subscription rights for participation in the rights issue |
| 18 June 2012 – 27 June 2012 | Trading in subscription rights |
| 18 June 2012 – 2 July 2012 | Subscription period |
| around 5 July 2012 | Announcement of preliminary outcome |
Subscription undertaking and issue guarantee
The shareholders, including the principal owner Provider Capital Sweden AB and parts of the Company’s management, which together hold approximately 17 per cent of the shares and the voting rights in FormPipe Software, have committed to voting in favour of the Rights Issue at the Extra General Meeting as well as to subscribing to their respective pro rata share in the Rights Issue.
In addition, a guarantee consortium led by Carnegie Investment Bank AB has guaranteed, provided that certain conditions are met, to subscribe to further shares in the Rights Issue for up to 83 per cent of the Rights Issue amount.
Thereby, the Rights Issue is fully guaranteed through subscription undertakings and issue guarantees.
Financial and legal advisors
Carnegie is acting as financial advisor to FormPipe Software. Lindahl is acting as legal advisor to FormPipe Software.
For further information, please contact
Christian Sundin, CEO of FormPipe Software AB, +46 (0)705 67 73 85
For more information about the Company, please go to www.formpipe.se
Stockholm, 4 June 2012
FormPipe Software AB (publ)
The above information has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was released at 08:00 on 4 June 2012.
About FormPipe Software
FormPipe Software AB (publ) is a software company within ECM (Enterprise Content Management). We develop and supply ECM products for the structuring of information in larger companies, authorities and organisations. Our software helps organisations to capture, manage and place information in a context. Reduced costs, minimised risk exposure and structured information are benefits gained from using our ECM products.
FormPipe Software was established in 2004 and has offices in Stockholm, Uppsala, Linköping and Copenhagen. FormPipe Software AB (publ) is quoted on NASDAQ OMX Stockholm.
IMPORTANT INFORMATION
This press release and the information contained herein is not for release, publication or distribution, directly or indirectly, in or into, and is not to be addressed to persons domiciled or situated in, the United States, Australia, Canada, Hong Kong, New Zealand, South Africa or Japan, or any other country or any other jurisdiction in which it is unlawful to buy or to sell the subscription rights, the shares or the paid subscription shares, and may not be reproduced by any means, in whole or in part.
The information on the Rights Issue in this press release is not an offer to acquire, subscribe to or by other means trade in shares, subscription rights or other securities in FormPipe Software. A prospectus regarding the Rights Issue and the subsequent quotation of new shares on NASDAQ OMX Stockholm will be produced and submitted to Finansinspektionen (the Swedish Financial Supervisory Authority). Subsequent to Finansinpektionen's approval and registration of the prospectus, it will be released and its availability maintained on, inter alia, FormPipe Software's website.
The forwarding, distribution, reproduction or display of this press release may in certain jurisdictions be subject to legal restrictions, and persons who gain access to this, or portion of this, should apprise themselves of and comply with such legal restrictions.
This press release, and the information contained herein, neither constitutes, or constitutes part of, an offer to sell shares or other securities, nor an exhortation to buy or subscribe to shares or other securities, in the United States, Australia, Canada, Hong Kong, New Zealand, South Africa or Japan, or any other jurisdiction in which such an offer or exhortation to buy, subscribe to or sell shares or other securities would necessitate a further prospectus or registration measures or other measures than those which ensue from Swedish Law, or would not be lawful without registration or applicable exemption from registration in accordance with the laws pertaining to securities in such jurisdiction.
The subscription rights, the paid subscription shares and the new shares have not and will not be registered in accordance with the United States Securities Act of 1933 in its most recent form (“Securities Act”) or in any jurisdiction outside Sweden. Securities may, in the absence of such registration, not be offered or transferred within the United States or to so-called U.S. persons (as defined in Regulation S in the Securities Act) other than with the application of an exemption from, or through a transaction that is not comprehended by, the registration stipulations of the Securities Act.
