Summary
• The Board of Directors of Sotkamo Silver AB (publ) (“Sotkamo Silver” or the
“Company”) has resolved on a rights issue of approximately SEK 42.5
million, before transaction costs.
• The rights issue is up to 80% secured through subscription undertakings
from shareholders and through underwriting commitments.
• The rights issue proceeds will be used to finance the continued exploration
of the company’s silver mine in Sotkamo.
• The rights issue is subject to approval by the Annual General Meeting,
which will be held on 21 March 2014.
• The subscription period will run as from 31 March 2014 up to and including
14 April 2014.
Background and reasons
Sotkamo Silver´s business concept is to exploit mineral deposits in the Nordic
countries with regards to human society and environment. Sotkamo Silver owns,
through its subsidiary mineral deposits, which contains silver and gold in
Finland. The Company’s main development project is the silver mine project in
Sotkamo.
The Board of Directors has resolved on a rights issue of approximately SEK 42.5
million (before transaction costs) in order to secure financing for the
continued exploration and development of the company’s silver mine in Sotkamo.
The rights issue
The Board of Directors has resolved, subject to the Annual General Meeting’s
approval, to increase the Company’s share capital with a maximum of SEK
42,478,902 (based on a quota value of SEK 6 per share) through issuing a
maximum of 7,079,817 shares.
Shareholders of the Company registered in the share register kept by Euroclear
Sweden on 26 March 2014 shall have pre-emptive right to subscribe for the new
shares in relation to the number of shares they own. The shareholders will for
every share they own in the company receive one subscription right. Two
subscription rights will entitle to subscribe for one new share in the company.
The new shares will be issued at a subscription price of SEK 6 per share.
Subscription for new shares shall be made during the period from 31 March 2014
to 14 April 2014. Subscription for new shares with subscription rights shall be
made by simultaneous cash payments. Subscription for shares without
subscription rights shall made be on a separate subscription list. Payment for
shares subscribed for without subscription rights shall be made in cash at the
latest three (3) banking days after notification of the allocation of new
shares has been sent to the subscriber. The Board of Directors shall have the
right to prolong the subscription period and the time for payment.
Should not all shares be subscribed for with subscription rights, the Board of
Directors will decide on allocation of shares subscribed for without
subscription rights. Allocation will then be made firstly to those who have
subscribed with subscription rights, regardless whether the subscriber was a
shareholder on the record day or not, and, in case of over-subscription, in
relation to the number of subscription rights used for subscription and, if
this is not possible, by drawing of lots. Secondly, allocation will be made to
others who have subscribed for shares without subscription rights and, if they
cannot receive full allocation, in relation to the number of shares notified
for subscription by each one of them, and, if this is not possible, by drawing
of lots. Lastly, any remaining shares shall be allocated to the guarantors who
have undertaken to subscribe for shares. Allocation shall in such case be made
in accordance with such guarantee agreements.
The Board of Directors has also resolved to present proposals at the Annual
General Meeting to resolve on necessary changes in the Company’s Articles of
Association etc. in connection with the rights issue.
Subscription and guarantee undertakings
The rights issue is up to 80 per cent guaranteed by subscription undertakings
from the company’s shareholders’ Teknoventure Oy, Finnish Industry Investment
Ltd and Ilmarinen Mutual Pension Insurance Company and by underwriting
commitments.
Preliminary time table for the rights issue
21st March 2014 - The Annual General Meeting resolves on approval of the Board
of Directors’ rights issue resolution
21st March 2014 - Last day of trading in the Company’s share including
subscription rights
24th March 2014 – The Company’s share is traded excluding subscription rights
26th March 2014 - Record date for allotment of subscription rights
28th March 2014 - Estimated date for publication of the prospectus
31st March 2014 – 9 April 2014 - Trading in subscription rights
31st March 2014 – 14 April 2014 - Subscription period (subscription through
payment)
31st March 2014 – The registering of the rights issue at the Swedish Companies
Registration Office – Trading in paid subscribed shares (swe: BTA)
23th April - Announcement of the preliminary outcome of the rights issue
Advisors
Stockholm Corporate Finance is acting as financial advisor. A1 Advokater and
Peltonen LMR Attorneys Ltd are acting as legal advisors to Sotkamo Silver.
Sotkamo Silver AB (publ) discloses the information provided herein pursuant to
the Swedish Securities Markets Act and/or the Financial Instruments Trading
Act.
The official Stock Exchange Releases are given in Swedish and there may be
slight differences in the translated versions..
Stockholm on 17th February 2014 SOTKAMO SILVER AB (publ)
Important information
The information in this press release is not an offer to acquire, subscribe or
otherwise trade in shares or other securities in Sotkamo Silver. Any invitation
to the persons concerned to subscribe for shares in Sotkamo Silver will only be
made through the prospectus that Sotkamo Silver expects to publish on 28 March
2014.
This press release may not, directly or indirectly, be released or published in
or distributed to or within the United States, Canada, Japan, Australia or any
other jurisdiction where such action would require additional prospectuses,
filings or other measures in addition to those required under Swedish law. The
offer is not made to, and application forms will not be approved from, share
subscribers (including shareholders), or persons acting on behalf of share
subscribers, in said countries or persons in any other jurisdiction where
applications for the subscription for shares would contravene applicable laws
or regulations, or would require additional prospectuses, filings, or other
measures in addition to those required under Swedish law. Nor may the
information in this press release be forwarded or reproduced in any way that
would violate such restrictions or would give rise to such requirements.
Measures in violation of the restrictions may constitute a breach of relevant
securities legislation.
No paid subscribed shares or shares issued by Sotkamo Silver (“Securities”)
have been registered, and will not be registered, under the United States
Securities Act of 1933 (the “Securities Act”) or the securities legislation of
any state or other jurisdiction in the United States, and may not be offered,
pledged, sold, resold, delivered or otherwise transferred, directly or
indirectly, within the United States or to U.S. persons as defined in
Regulation S under the Securities Act (“Regulation S”). The Securities are
being offered outside the United States in reliance on Regulation S. There will
not be any public offering of Securities in the United States or to U.S.
persons.
About Sotkamo Silver AB (publ)
Sotkamo Silver AB´s business concept is to exploit mineral deposits in the
Nordic countries with regards to human society and environment. Sotkamo Silver
owns, through its subsidiary mineral deposits, which contains silver and gold
in Finland. The Company’s main development project is the Silver Mine project
in Sotkamo.
Sotkamo Silver applies SveMin’s & FinnMin’s respective rules of reporting for
public mining & exploration companies. Sotkamo Silver has chosen to report
mineral resources and ore reserves according to the internationally accepted
JORC or NI 43-101-code. The company applies International Financial Reporting
Standards (IFRS) as approved by the European Union.
The ticker symbol is SOSI in NGM and SOSI1 in NASDAQ OMX Helsinki. ISIN-code
for Sotkamo Silver shares is SE0001057910.
Read more about Sotkamo Silver on www.sotkamosilver.com or www.silver.fi
For further information: Timo Lindborg, CEO, tel. +358 40 508 3 507
