Background and reasons
As stated in the Company’s interim report for the third calendar quarter 2012, the group’s total amount of cash has decreased during 2012. Recent developments in the Company’s business have confirmed the board’s belief in several growth opportunities and the importance of a stronger presence of the Company in its market segments, such as business solutions, voting and tablets/screens.
The Board is of the opinion that the Company will benefit from raising new capital through a rights issue as the net proceeds will provide the Company with necessary additional short term liquidity and strengthen its current balance sheet. Furthermore, the net proceeds of the rights issue will support product development, sales and marketing activities, and potential acquisitions for future growth as well as for general corporate purposes.
Terms and conditions of the rights issue
The Board has on 3 February 2013 resolved on a new issue of shares of approx. SEK 95 million, with pre-emptive rights for the Company’s shareholders to subscribe for the new shares in proportion to the number of shares previously owned. The Board shall be authorized to resolve, on 28 February 2013 at the latest, on the final terms of the rights issue, including the subscription price, which the Board does not intend to set higher than SEK 1.75 per newly issued share, the maximum amount by which the Company’s share capital shall be increased and the maximum number of new shares to be issued, which will be announced by a press release no later than on 1 March 2013. The record date for entitlement to participate in the rights issue is 7 March 2013 and the subscription period will run from and including 11 March 2013 up to and including 25 March 2013. If not all shares are subscribed for by exercise of subscription rights, the Board is to resolve on allotment of shares subscribed for without exercise of subscription rights. In such case, priority will be given firstly to those who have subscribed for shares by exercise of subscription rights. The remaining shares are to be allotted in accordance with the principles of allotment set out in the formal resolution of the Board of Directors. The resolution is subject to approval by the general meeting.
In view of the above, the Board has resolved to convene an extraordinary general meeting to be held on or about 4 March 2013. Notice of the general meeting will be issued separately. A prospectus for the rights issue will be prepared and published as soon as possible after the general meeting.
Contacts with several of the major shareholders of the Company have resulted in these shareholders indicating their support for the rights issue.
Preliminary time schedule
|5 February 2013||Publication of convening notice of extraordinary general meeting|
|8 February 2013||Publication of year-end report|
|1 March 2013, at the latest||Announcement of the Board resolution on the final terms of the rights issue, including the subscription price per share, the maximum amount by which the Company’s share capital shall be increased and the maximum number of new shares to be issued|
|4 March 2013||Extraordinary general meeting|
|5 March 2013||First day of trading in the Company’s share without entitlement to participate in the rights issue|
|7 March 2013||Record date for entitlement to participate in the rights issue, i.e. shareholders registered in the share register this date will receive subscription rights entitling to participation in the rights issue|
|8 March 2013||Estimated date of publication of prospectus|
|11 – 20 March 2013||Trade in subscription rights|
|11 – 25 March 2013||Subscription period of the rights issue|
|On or around 28 March 2013||Announcement of the outcome of the rights issue|
For further information, please contact:
Stein Revelsby, CEO
Anoto Group AB
Tel: +46 (0)733 45 12 05
About Anoto Group
Anoto Group is the Company behind and world leading in the unique technology for digital pen and paper, which enables fast and reliable transmission of handwritten text into a digital format. Anoto operates through a global partner network that focuses on user-friendly solutions for efficient capture, transmission and storage of data within different business segments, e.g. healthcare, bank and finance, transport and logistics and education. The Anoto Group has more than 110 employees and is headquartered in Lund (Sweden). The Company also has offices in Guildford and Wetherby (UK), Boston (US) and Tokyo (Japan). The Anoto share is traded on the Small Cap list of NASDAQ OMX Stockholm under the ticker ANOT. For more information: www.anoto.com.
The information in this press release is published pursuant to the Swedish Securities Markets Act. The information was submitted for publication at 08.45 am on February 4, 2013.
In certain jurisdictions, publication or distribution of this press release may be subject to legal restrictions and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such legal restrictions.
This press release may not be made public, published or distributed, directly or indirectly, in or into the United States, Canada, South Africa, Australia, Switzerland, Singapore, Hong Kong, Japan or in any other country where such action is subject in full or in part to legal restrictions, nor may the information in this press release be forwarded, reproduced or disclosed in any way that is in conflict with such restrictions. Failure to follow this instruction may involve a breach of the United States Securities Act of 1933 ("Securities Act") or applicable laws in other jurisdictions.
This press release does not contain or constitute an invitation or offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Anoto. The invitation to the persons concerned to subscribe for shares in Anoto will only be made through the prospectus that Anoto expects to publish later in March 2013, which prospectus, among other things, will contain financial statements and information on the Board of Directors and auditor of Anoto.
Neither the subscription rights, the paid subscription shares (BTA) or the new shares will be registered in accordance with the Securities Act or any provincial act in Canada, and may not be transferred or offered for sale in the United States or Canada, or to persons resident there, or on behalf of such persons, other than in such exceptional cases where registration in accordance with the Securities Act or any provincial act in Canada is not required.