NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN The information provided herein is such that AB Industrivärden (publ) is obligated to disclose pursuant to the Securities Markets Act (SFS 2007:528) and/or the Financial Instruments Trading Act (SFS 1991:980). Submitted for publication at 3.35 p.m. on January 12, 2010. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RE-LEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLA-TION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURI-TIES FOR SALE NOR A SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION. THE BONDS (AND UNDERLYING SHARES) MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. INDUSTRIVÄRDEN DOES NOT INTEND TO REGISTER ANY PORTION OF THE PLANNED OFFER IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. Industrivärden has decided to issue convertible bonds under its offering The Board of AB Industrivärden (“Industrivärden” or the “Company”) is pleased to announce that is has decided to issue €450 million principal amount of convertible bonds (the “Bonds”) due 2015 (the “Offering”). The size of the Offering remains subject to increase pursuant to the option granted by the Company to the Sole Bookrunner in respect of up to an additional €50 million principal amount of Bonds, exercisable up to the close of business three business days prior to the issue of the Bonds. Summary Terms of the Offering: - Securities: Directed issue of bonds convertible into new Class C shares - Issue size: €450 million (subject to increase as described above) - Maturity date: February 27, 2015 - Status: Senior and unsecured - Initial conversion price: SEK115.50 per share - Coupon: 2.50% per annum, payable semi-annually (save for short first and final coupons) - Underlying shares: 39.8 million new Class C shares based on full conversion at initial conversion price The Bonds will carry a semi-annual coupon of 2.50% per annum and will (subject as described be-low) be convertible at any time from March 10, 2010 up to and including January 30, 2015 into new C shares of the Company (the “C Shares”) at an initial conversion price of SEK115.50, which repre-sents a premium of 37.5% above the volume weighted average price of the C Shares on NASDAQ OMX Stockholm from launch to pricing. Upon conversion in full of the Bonds at the initial conver-sion price of SEK115.50 (and using the fixed EUR/SEK exchange rate set out in the terms and condi-tions of the Bonds) Igloo's share capital would increase by SEK99.6 million and 39.8 million new C Shares would be issued (based on the current par value of SEK 2.50 per C Share). The Board of Industrivärden believes that the Offering strengthens Industrivärden's ability to main-tain and act for the purpose of creating shareholder value by taking advantage of the opportunity to access capital from primary markets exhibiting strong demand for convertible instruments. Accord-ingly, the Board of Industrivärden judged that the most appropriate alternative is to launch a directed convertible bond issue at a conversion price in line with the current net asset value. The Offering of the Bonds was directed at institutional investors only, and in line with market practice for convertible bond transactions in Europe, the Bonds were marketed principally to European institutional investors who have specialized knowledge of such instruments. Accordingly, the Board of Industrivärden has decided to disapply normal shareholder pre-emption rights. The final size of the offering, issue price, coupon and conversion premium were determined on the basis of a bookbuilding carried out today. The right to convert the Bonds into C Shares is subject to the passing of certain resolutions at an ex-traordinary general shareholders' meeting of the Company. If such resolutions are not passed the Bonds will, upon conversion, be cash-settled until such time as the necessary resolutions are passed. In addition, if the resolutions are not passed at any general meeting of the Company held on or prior to November 30, 2010, the Company may elect to redeem all but not some of the Bonds at a premium to their principal amount. An extraordinary general meeting of shareholders to, inter alia, pass the resolutions is expected to be held around February 12, 2010. Handelsbanken Pension Foundation, Handelsbanken Pension Fund, and other related entities; SCA Pension Foundation, SCA Group Holding and other related entities; and L E Lundbergföretagen and related entities in aggregate rep-resenting approximately 50% of the Company's share capital and 68% of the voting powers, have expressed their support for the resolutions. The Bonds will be issued and redeemed in cash at 100% of their principal amount (other than where the Company redeems the Bonds early as described above), and unless previously redeemed, con-verted or purchased and cancelled, will mature on Feburary 27, 2015. The Company will have the option to redeem all but not some of the Bonds from June 22, 2013 at their principal amount, together with accrued interest, if the aggregate value of the C Shares deliverable on conversion of a principal amount of EUR 50,000, translated into EUR at prevailing rates, exceeds EUR 65,000 over a speci-fied period. The date of issue of and settlement and delivery for the Bonds is January 28, 2010. Application will be made for the Bonds to be listed and traded on the EuroMTF Market of the Lux-embourg Stock Exchange. Handelsbanken Capital Markets and Morgan Stanley & Co. International plc are acting as Joint Lead Managers for the Offering. Morgan Stanley & Co. International plc is acting as Sole Bookrunner for the Offering. For further information, please contact Journalists / media: President and CEO Anders Nyrén, tel. +46-8-666 64 00. Equity investors / analysts: Head of Investor Relations, Sverker Sivall, tel. +46-8-666 64 19. Convertible bond investors: CFO Martin Hamner, tel. +46-8-666 64 37. About Industrivärden - Long-term industrial developer of listed Nordic companies Industrivärden is one of the Nordic region's leading holding companies, with ownership in a concen-trated selection of listed Nordic companies with good development potential. The goal is to generate high growth in net asset value over time. More information is available at www.industrivarden.net Important Notice This is not an offer to sell, nor a solicitation of an offer to buy any securities and any discussions, negotiations or other communications that may be entered into, whether in connection with the terms set out herein or other-wise, shall be conducted subject to contract. 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 Morgan Stanley & Co. International plc or Handelsbanken Capital Markets (the "Banks") or by any of their respective officers, em-ployees or agents as to or in relation to the accuracy or completeness of this document, any offering document, publicly available information on Industrivärden or any other written or oral information made available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed. The offering of the Bonds will be subject to the condition that any offering of the securities completes and that the securities are issued. In particular, it should be noted that any such offering and formal documentation relating thereto will be subject to conditions and termination events, including those which are customary for such offerings. Any such offering will not complete unless such conditions are fulfilled and any such termina-tion events have not taken place or the failure to fulfill such a condition or the occurrence of a termination event has been waived, if applicable. The Banks reserve the right to exercise or refrain from exercising their rights in relation to the fulfillment or otherwise of any such condition or the occurrence of any termination event in such manner as they may determine in their absolute discretion. Neither the content of Industrivärden's website nor any website accessible by hyperlinks on Industrivärden's website is incorporated in, or forms part of, this announcement. This document is not for distribution, directly or indirectly in or into the United States (as defined in Regula-tion S under the US Securities Act of 1933, as amended (the "US Securities Act")). This document is not an offer to sell securities, or the solicitation of any offer to buy securities, nor shall there be any offer of securities in any jurisdiction in which such offer or sale would be unlawful. The securities mentioned in this document have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States absent registration or exemption from registration under the US Securities Act. There will be no public offer of the securities in the United States or in any other jurisdiction. In the United Kingdom, this document is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Finan-cial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This document must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area (“EEA”) other than the United Kingdom, by persons who are not Qualified Investors. In member states of the EEA this announcement and any offer if made subsequently is directed only at persons who are “Qualified Investors” within the meaning of Article 2(1)(e) of the Directive 2003/71/EC (the “Prospec-tus Directive”) (“Qualified Investors”) and pursuant to the relevant implementing rules and regulations adopted by each relevant member state. Any person in the EEA other than the United Kingdom who acquires the Bonds in any offer (an “Investor”) or to whom any offer of Bonds is made will be deemed to have represented and agreed that it is a Qualified Investor, (as defined above). Any investor will also be deemed to have repre-sented and agreed that (i) any Bonds acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors, or persons in the UK and other member states (where equivalent legis-lation exists) for whom the investor has authority to make decisions on a wholly discretionary basis and (ii) the Bonds have not been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the Company or the Banks of a prospectus pursuant to Article 3 of the Pro-spectus Directive. The Company, the Banks and any of their respective affiliates, and others, will rely upon the truth and accuracy of the foregoing representations and agreements. Stabilisation/FSA. In connection with the issue of the Bonds, Morgan Stanley & Co. International plc (the “Sta-bilising Manager”) (or persons acting on behalf of the Stabilising Manager) may over-allot Bonds or effect transactions with a view to supporting the market price of the Bonds at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the Bonds is made and, if begun, may be ended at any time, but it must end no later than 30 days after the issue date of the Bonds.
Industrivärden has decided to issue convertible bonds under its offering
| Quelle: Industrivärden, AB
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