Decisions from the Extraordinary General Meeting of ProfilGruppen AB
ET | Source:ProfilGruppen AB
This press release may not be distributed, directly or indirectly, in the United
States of America, Australia, Hong Kong, Canada or Singapore or any other
country where such action is wholly or partially subject to legal restrictions.
The extraordinary general meeting of ProfilGruppen resolved today to approve the
resolution by the Board of Directors on a new share issue.
The general meeting resolved to approve the resolution by the Board of Directors
from May 19, 2014 to issue new shares with preferential right for the existing
shareholders. The terms and conditions of the new share issue are as follows;
each existing share held on the record date for participation in the new share
issue on June 17, 2014 shall entitle to one subscription right and two
subscription rights entitle to subscription for one new share. The subscription
price is SEK 17.00 per share. The total rights issue amounts to MSEK 41.9 before
transaction costs, if fully subscribed.
In the event that not all shares are subscribed for with preferential rights,
the Board of Directors shall resolve on the allotment of shares subscribed for
without subscription rights up to the maximum amount of the new share issue. In
such case, such shares shall be allotted to those who have subscribed for shares
by the exercise of subscription rights and notified that they wish to subscribe
for additional shares, irrespective of whether they were shareholders on the
record date, pro rata in relation to the number of subscription rights each one
has exercised for subscription. Any remaining shares shall be allotted those who
have provided guarantees for the share issue pro rata in relation to the
provided guarantee undertakings. In so far as allotment in accordance with the
above cannot be executed pro rata, allotment shall be made by drawing of lots.
Subscription for shares shall be carried out during the period as from 19 June
2014 up to and including 3 July 2014, or, as for guarantors, up to and including
8 July 2014. The Board of Directors shall be entitled to extend the subscription
period. The Board of Directors is authorized to postpone the start of the rights
issue with a maximum of three months.
Full information on the new share issue will be included in the prospectus
expected to be published June 13, 2014.
The general meeting’s resolution to approve the Board of Directors’ resolution
to issue new shares was approved unanimously.
The minutes from the extraordinary general meeting will be available in Swedish
on the company’s webpage, www.profilgruppen.se/koncern.
The information in this press release does not contain or constitute an offer to
acquire, subscribe or otherwise trade in shares, subscription rights or other
securities in ProfilGruppen. Any invitation to the persons concerned to
subscribe for shares in ProfilGruppen will only be made through the prospectus
that ProfilGruppen estimates to publish on or around 13 June 2014.
This press release may not be released, published or distributed, directly or
indirectly in or into the United States, Australia, Hong Kong, Japan, Canada,
New Zealand, Singapore or South Africa or any other jurisdiction where such
action is wholly or partially subject to legal restrictions or where such action
would require additional prospectuses, registrations or other actions in
addition to what follows from Swedish law. Nor may the information in this press
release be forwarded, reproduced or disclosed in such a manner that contravenes
such restrictions or would require such requirements. Failure to comply with
this instruction may result in a violation of applicable securities laws.
No subscription rights, BTAs (interim shares) or new shares have or will be
registered under the United States Securities Act of 1933 (“Securities Act”) or
securities legislation in any state or other jurisdiction in the United States
and may not be offered, subscribed, sold or transferred, directly or indirectly
within the United States, other than pursuant to an exemption from the
registration requirements of the Securities Act and in accordance with
securities laws in relevant state or other jurisdiction in the United States.
For more information, please contact:
Kåre Wetterberg, acting CEO
Mobile +46 (0)70-656 40 14
Peter Schön, CFO
Mobile +46 (0)70-339 89 99
ProfilGruppen is a supplier of customised aluminium extrusions and components.
This information is published in accordance with applicable laws, listing
agreements and regulations.
The information was submitted for publication at 20.00 CET on June 11, 2014.
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