Struer, 2014-06-20 08:01 CEST (GLOBE NEWSWIRE) --
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS MAY CONSTITUTE A VIOLATION OF US, AUSTRALIAN, CANADIAN OR JAPANESE SECURITIES LAWS OR THE SECURITIES LAWS OF OTHER STATES AS THE CASE MAY BE.
Offering of up to 3,927,043 new shares will be completed
Bang & Olufsen a/s ("Bang & Olufsen") is pleased to announce that the share capital increase of up to a nominal value of DKK 39,270,430 representing 3,927,043 shares of DKK 10 each, which was announced on 19 June 2014 has been fully subscribed for and finalised in connection with a private placement carried out through an accelerated book-building process, referring to company announcement No. 14.02 of 19 June 2014.
The capital increase has been subscribed for at a price per share of DKK 66. As the offering was oversubscribed, an individual allocation of the new shares will take place. Bang & Olufsen will receive gross proceeds of DKK 259,184,838 million. Following registration of the capital increase, the share capital of the company will amount to a nominal value of DKK 431,974,780 divided into 43,197,478 shares of DKK 10 each.
The new shares are expected to be listed on NASDAQ OMX Copenhagen under the ISIN code for the existing shares, DK0010218429, from 27 June 2014 following registration of the share capital increase with the Danish Business Authority on 25 June 2014. The shares issued under the temporary ISIN code will not be listed on NASDAQ OMX Copenhagen.
Payment and settlement is expected to take place on 25 June 2014. Until settlement and registration has taken place, the capital increase may be cancelled, but only under certain extraordinary circumstances.
Bang & Olufsen intends to use the net proceeds to accelerate the execution of the growth plan by:
Danske Bank (Danske Bank A/S) and Nordea Markets (division of Nordea Bank Danmark A/S) acted as Joint Lead Managers and Joint Bookrunners of the offering.
Bang & Olufsen a/s
Ole Andersen Tue Mantoni
Chairman of the Board CEO
For further Information please contact:
Tue Mantoni Claus Højmark Jensen
CEO Investor Relations Manager
Phone: +45 96 84 50 00 Phone: +45 23 25 10 67
This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or in any jurisdiction in which such offers or sales are unlawful (the “Excluded Territories”). In particular, the securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities referred to in this announcement are being offered and sold only outside the United States in "offshore transactions" (as defined in Regulation S under the Securities Act) meeting the requirements of Regulation S under the Securities Act and may be offered and sold within the United States to institutional investors who are qualified institutional buyers within the meaning of Rule 144A under the Securities Act in transactions that are exempt from, or not subject to, the registration requirements of the Securities Act. The securities issued in connection with an offering have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or any Excluded Territory.
This document constitutes an announcement and is not a prospectus in relation to Directive 2003/71/EC, as amended (the directive and any measures implementing the directive in the relevant member state shall be referred to as the "Prospectus Directive"). The content of Bang & Olufsen’s website accessible by hyperlinks on the company's website neither is incorporated in, nor forms part of, this document. No prospectus for approval by any legislative or other applicable authority will be published in connection with the offering.
In any EEA member state that has implemented the Prospectus Directive this document is solely addressed to and directed at “qualified investors”, as defined in the Prospectus Directive, Article 2(1)(e), in the member state in question. This announcement should not be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.
In the United Kingdom, this announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition "investment professionals" in Articles 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such person together being referred to as "relevant persons"). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Bang & Olufsen or by any of its affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the company’s new shares and/or the private placement referred to herein, and any liability therefor is expressly disclaimed.
Certain statements in this announcement are forward-looking statements which are based on the company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, and uncertainties that could cause the actual results of operations, financial condition, liquidity, dividend policy and the development of the industry in which the company’s business operates to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, Bang & Olufsen undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
The price of the new shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of any new shares subscribed for pursuant to the private placement referred to herein.