The Board of Directors of Sotkamo Silver AB (publ) (“Sotkamo Silver or
the “Company”) has resolved, subject to approval on an Extra
Shareholders meeting on June 7th 2016, on a rights issue of shares of
approximately 186 MSEK and warrants of approximately 82 MSEK (the
“Issue”)
Notice for the Extra Shareholders meeting is published today in a
separate release.
Shares in Sotkamo Silver is traded on NGM Equity in Stockholm and on
Nasdaq Helsinki.
Summary
* Shareholders in the Company have a pre-emptive right to subscribe for
one (1) unit consisting of four (4) shares and one (1) warrant of
series 2016/2017, for each shares held on the record-date June 9th
2016
* The subscription price for each Unit is 9 SEK (corresponding to 2,25
SEK for each new share)
* The Warrant gives the right so subscribe for one (1) share at 4 SEK in
August 2017
* The Company will receive about 186 MSEK, before issue costs, if the
Issue is fully subscribed and, in addition, about 82 MSEK if the
Warrant is fully subscribed for.
* A Prospectus for the Issue will be published on June 14th 2016.
* The Proceeds from the Issue will be used for completion of the plant
and commence production in the Companies Silver mine in Sotkamo.
* The Company has received conditional underwriting commitments from a
group of qualified investors of 50 % of the Issue. The underwriting
commitment is subject to that the Company receives pre signed
subscription-commitments of 20 % of the Issue from the three major
shareholders, whereby 70% of the Issue is planned to be guaranteed
from pre-subscription and underwriting commitments.
* The Issue is subject to approval on the Extra shareholders meeting on
June 7th 2016.
* Subscription period is June 15th to June 29th 2016
Background and rationale
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 and zinc in Norway. The Company’s main
development-project is the Silver Mine in Sotkamo.
The Board of Directors of Sotkamo Silver has resolved on a rights issue
of shares of approximately 186 MSEK (before issue costs) and warrants of
approximately 82 MSEK in order to finance completion of the plant and
commence production in the Companies Silver Mine in Sotkamo. Total
Capital Expenditure is expected to be about 320 MSEK, of which 186 MSEK
is covered by this proposed Rights Issue. The Company expects that the
remaining part of financing needs is covered by debt instruments, loan
and vendor-financing.
Issue with pre-emptive right for shareholders
On May 4th 2016 the Board of Directors resolved, subject to approval on
the extra shareholders meeting on June 7th 2016, to increase the
Company’s share capital with maximum 232 235 977,50 SEK by issuing
maximum 82 572 792 new shares and maximum 20 643 198 warrants. One
warrant gives the right to subscribe for one new share.
Shareholders of the Company registered in the share register kept by
Euroclear Sweden on June 9th 2016 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 Unit right. One Unit right will entitle to subscribe for one
Unit consisting of four (4) shares and one (1) free warrant 2016/2017.
The price for each Unit is 9 SEK (corresponding to SEK 2.25 per share).
Subscription for new shares by simultaneous cash payments shall be made
during the period June 15th – June 29th 2016. Subscription for Units not
based on Unit Rights shall be made on a separate Subscription form.
Payment for Units without unit rights shall be made within two banking
days after notification of the allocation of Units has been sent to the
subscriber. The Board of Directors will have the right to prolong the
Subscription period and the time for payment.
Should not all Units be subscribed for with Unit rights, the Board of
Directors will resolve on allocation of Units subscribed for without
Unit rights. Allocation will then be made firstly to those who have
subscribed with Unit 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 Unit 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 Units without Unit 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 Units 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
undertaking.
The Board of Directors has also resolved to present proposal at the
Extra Shareholders Meeting to resolve on necessary changes in the
Company’s Articles of Association etc. in connection with the rights
issue.
Other information
The proposed Issue is subject to approval by the shareholders at an
Extra Shareholders meeting on June 7th 2016 at 10.00 a.m. at
Blasieholmens Restaurang & Konferens, Blasieholmsgatan 4 C in
Stockholm. Notice for the Extra Shareholders meeting is published today
in a separate release and on the Company’s website www.silver.fi .
Notice will also be published in Post- och Inrikes Tidningar on Tuesday
May 10th 2016 and an advertisement that notice has been issued will be
published in Dagens Nyheter the same day.
Guarantee commitments
The Company has received conditional underwriting commitments from a
group of qualified investors of 50% of the Issue. The underwriting
commitment is subject to that the Company receives pre-signed
subscription-commitments of 20 % of the Issue from the three major
shareholders, whereby 70 % of the Issue is planned to be guaranteed from
pre-subscription and underwriting-commitments
Preliminary time table for the Righs issue (all dates 2016)
7 June – Extra shareholders meeting to approve the Boards
resolution for the Issue
7 June – Last day of trading in the shares including Unit
rights
8 June – Trading in the Company’s shares without Unit Rights
9 June – Record date for allocation of Unit Rights
14 June – Prospectus is published
15 - 27 June Trading in Unit rights on NGM Equity
15- 22 June Trading in Unit rights on Nasdaq Helsinki
15- 29 June Subscription period (subscription in cash payment
based on Unit rights)
15 June – Trading in Units starts on NGM Equity and Nasdaq
Helsinki. Trading will continue until registration of the Issue at the
Swedish Companies Registration Office is completed.
1 July – Preliminary outcome of the Issue
Adviors
Stockholm Corporate Finance is acting as finacial advisor, A1 Advokater
and DLA Piper legal advisors to Sotkamo Silver. Aqurat Fondkommission
och S-Bank Ltd are acting as Issuing agents in this Issue.
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 version.
Stockholm May 6 th 2016
Sotkamo Silver AB (publ)
Timo Lindborg, CEO
Important information
Information in this press release is not an offer to acquire, subscribe
for or otherwise trade in shares or other securities in Sotkamo Silver.
Invitation to interested persons to subscribe for shares in Sotkamo
Silver will only be made through the prospectus that Sotkamo Silver
expects to publish around June 14th 2016.
This press release may not, directly or indirectly, be released or
published or distributed in or into the United States, Canada, Japan,
Australia or any other jurisdiction where participation would require
further prospectus, registration or other measures than those required
by Swedish law. The Offer is not being made to, and acceptance forms
will not be accepted from, subscriber (including shareholders), or
persons on behalf of the subscriber, in these countries or persons in
any other country where the application for subscription of preference
shares would contravene applicable laws or regulations or require that
additional prospectuses, or registration or other measures in addition
to those required by Swedish law. The information in this press release
may not be forwarded or reproduced in ways that conflict with such
restrictions or would such claims. Actions contravene the restrictions
may constitute a violation of applicable securities laws.
No interim shares or shares issued by Sotkamo Silver (\"Securities\")
have been or will be registered under the United States Securities Act
of 1933 (the \"Securities Act\") or the securities laws of any state or
other jurisdiction of the United States and may not be offered, pledged,
sold, resold, delivered or otherwise transferred, directly or
indirectly, in the United States or to US persons as defined in
Regulation S under the Securities Act (\"Regulation S\"). Securities are
being offered outside the United States pursuant to Regulation S. There
will be no any offer of Securities in the United States or to United
States persons.
About Sotkamo Silver AB:
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 and exploration-potential targets of
zinc, lead, copper and gold in Norway. The Company’s main development
project is the Silver Mine project in the municipality of 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 mineral 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 at NGM and SOSI1 in NASDAQ OMX Helsinki.
ISIN-code for Sotkamo Silver shares are SE0001057910.
Read more about Sotkamo Silver on www.sotkamosilver.com or www.silver.fi
