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09/01/2016 08:00 CET
Press release from Elanders AB (publ) 2016-09-01
On 17 June 2016, Elanders AB (publ) ("Elanders" or the "Company") announced the signing of a contract for the acquisition of all the shares in the German supply chain management company LGI Logistics Group International GmbH ("LGI"). The purchase price amounts to approximately EUR 257 million on a debt free basis and is intended, as previously announced, to be partly financed through a new issue of shares with pre-emptive rights for existing shareholders. On 26 July 2016, Elanders announced the completion of the acquisition and the Board has now decided on the detailed terms of the rights issue.
The rights issue in brief
- Rights issue of approximately SEK 707 million before costs related to the rights issue, through issue of not more than 8,839,437 new shares, of which not more than 453,703 class A shares and not more than 8,385,734 class B shares. After the rights issue, the number of shares in Elanders will amount to not more than 35,357,751 shares, of which not more than 1,814,813 class A shares and not more than 33,542,938 class B shares
- The subscription price in the right issue is SEK 80 per share
- The Company's shareholders are entitled to subscribe for new shares with pre-emptive rights in the offering, whereby three class A or B shares, respectively, shall entitle to subscription for one new class A or B share, respectively
- The rights issue is guaranteed in its entirety by Carl Bennet AB, Elanders' largest shareholder with approximately 62.3 percent of the shares and approximately 74.2 percent of the votes in the Company
- Record date for the right to participate in the rights issue is 30 September 2016. Last day for trading in the Elanders share including the right to participate in the rights issue is 28 September 2016
- Subscription for the new shares shall be made during the period 3-17 October 2016
- Trading in subscription rights will take place on Nasdaq Stockholm during the period 4-13 October 2016
The Board's proposal on the rights issue will be resolved upon by the extraordinary general meeting, to be held on 23 September 2016. Notice of the general meeting will be announced through a separate press release today. A prospectus regarding the rights issue will be made public before the subscription period begins.
For more information on the background to and reasons for the acquisition of LGI and the rights issue, please see Elanders' press release dated 17 June 2016.
Advisers
Nordea and SEB are acting as financial advisers and Vinge as legal adviser to Elanders in connection with the rights issue.
For further information, please contact:
Magnus Nilsson, President and CEO, telephone: +46 31 750 07 50
Andréas Wikner, CFO, telephone: +46 31 750 07 50
This information is such information that Elanders AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 08:00 CET on 1 September 2016.
Important information
This press release is not an offer to subscribe for shares in Elanders and investors should not subscribe for or purchase any securities, except on the basis of information provided in the prospectus.
This press release may not be made public, released or distributed, directly or indirectly, in or into the United States, Australia, Japan or Canada or in any other jurisdiction in which the distribution of this press release would be unlawful. Further, this press release does not constitute an offer to sell new shares, paid subscribed for shares ("BTA") or subscription rights to any person in any jurisdiction in which it is unlawful to make such offer to such person or where such action would require additional prospectuses, registration or other measures other than those pursuant to Swedish law. The prospectus, application form and other documents associated with the rights issue may not be distributed in or to any country where such distribution or the rights issue would require such measures set forth in the preceding sentence or be in violation of the regulations of such country.
The new shares, BTAs and subscription rights have not been recommended or approved by any United States federal or state securities commission or regulatory authority. No new shares, BTAs, subscription rights or other securities issued by Elanders have been or will be registered under the U.S. Securities Act of 1933, as amended, or under the securities legislation in any state of the United States, and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The Company has not authorized any offer of the securities referred to herein to the public in any country in the European Economic Area ("EEA") other than Sweden. In other member states in the EEA, the securities may only be offered to (a) any legal entity which is a qualified investor as defined in the Directive 2003/71/EC (the "Prospectus Directive"); or (b) any person falling within Article 3(2) of the Prospectus Directive.
In the United Kingdom, this communication is only being distributed to, and is only directed at "qualified investors" (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) investment professionals falling within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not take any action on the basis of this communication and should not act or rely on it or any of its contents.
