Extraordinary general meeting in Hexagon

Extraordinary general meeting in Hexagon

Issue of new shares

An extraordinary general meeting in Hexagon approved today the
resolution by the Board of Directors on 22 October 2010 to perform a new
share issue with preferential right for the company's shareholders.

According to the terms for the rights issue, the holder is for every
share of series A held in Hexagon entitled to one (1) series A
subscription right and for every held share of series B the holder is
entitled to one (1) series B subscription rights. Three (3) series A or
series B subscription rights entitles the holder to subscribe for one
(1) new share of the corresponding series (primary subscription right).
The subscription price is 74 SEK per share, which means that the rights
issue will raise a maximum of approximately 6 521 MSEK, before issue
costs, through the issue of no more than 3 937 500 new series A shares
and 84 184 907 new series B shares.

Shares not subscribed for by primary preferential right shall be offered
to all shareholders for subscription (subsidiary preferential right).
Upon sale of the subscription right (the primary preferential right),
the subsidiary preferential right is also passed on to the new holder.
In addition to the above, investors are given the opportunity to
subscribe for shares without preferential rights. The record date at the
Swedish Securities Register Center, Euroclear Sweden AB, for
participation in the rights issue is 29 November 2010. This means that
the Hexagon share will trade excluding preferential rights to
participate in the rights issue from 25 November 2010. The subscription
period is as from 2 December up to and including 16 December 2010, or
such later date as decided by the Board of Directors in Hexagon.

Subscription undertakings

Melker Schörling AB and Ramsbury Invest AB, two of Hexagon's largest
shareholders, and Hexagon's President and CEO, Ola Rollén, and CFO,
Håkan Halén, together representing approximately 53 per cent of the
votes and 35 per cent of the capital in Hexagon, have undertaken to
subscribe for their pro rata shares of the offering. Ramsbury Invest AB
has also guaranteed to subscribe for approximately an additional 16 per
cent of the offering. Consequently, subscription and guarantee
commitments above 50 per cent of the rights issue have been received.

Indicative timetable for the rights issue

25 November 2010              First day of trading in the shares,
excluding right to participate in the rights issue
29 November 2010              Record date for participation in the
rights issue, i.e. shareholders who are registered in the share register
of Hexagon as of this day will receive subscription rights for
participation in the rights issue
On or about 29 November 2010  Publication of the prospectus
2 - 16 December 2010          Subscription period
2 - 13 December 2010          Trading in subscription rights at NASDAQ
OMX Stockholm
On or about 20 December 2010  Press release regarding preliminary
subscription take-up in the rights issue
On or about 28 December 2010  First day of trading for new shares
subscribed for by using primary preferential rights

Change of accounting currency to euro

The extraordinary general meeting further resolved, in accordance with
the proposal by the Board, that the company shall have euro as its
accounting currency effective as of 1 January 2011 and to amend the
articles of association of the company to this effect.

 

For further information please contact:
Sara Kraft Westrell, Corporate Communications Director, Hexagon AB,
+46 8 601 26 23
Mattias Stenberg, IR Manager, Hexagon AB, +46 8 601 26 27

 

 

 

 

This press release does not constitute or form part of an offer or
solicitation to purchase, subscribe for or otherwise trade in shares,
subscription rights or other securities in Hexagon AB. No action has
been, or will be, taken by Hexagon to permit a public offering in any
jurisdictions other than Sweden, Switzerland, Denmark and the United
Kingdom.

No subscription rights, paid subscription shares or new shares have
been, or will be, registered under the U.S. Securities Act of 1933, as
amended (the “Securities Act”) and may not be offered, subscribed for,
sold or transferred, directly or indirectly, within (i) the United
States, except pursuant to an exemption from the registration
requirements of the Securities Act or (ii) Canada, Australia, Japan or
in any other jurisdiction where such action would require additional
prospectuses, registration or measures other than those pursuant to
Swedish, Swiss, Danish or UK law. Copies of this press release are not
being made and may not be distributed into the United States, Canada,
Australia or Japan.

This press release is only being distributed to and is only directed at
(i) persons who are outside the United Kingdom or (ii) to investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii)
high net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order.

In any EEA Member State that has implemented Directive 2003/71/EC
(together with any applicable implementing measures in any Member State,
the “Prospectus Directive”) other than Sweden, Denmark and the United
Kingdom, this press release is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the
Prospectus Directive (or are other persons to whom a public offering of
securities may lawfully be addressed under the Prospectus Directive).

This press release may contain forward-looking statements. When used in
this press release, words such as “anticipate”, “believe”, “estimate”,
“expect”, “intend”, “plan” and “project” are intended to identify
forward-looking statements. They may involve risks and uncertainties,
including technological advances in the measurement field, product
demand and market acceptance, the effect of economic conditions, the
impact of competitive products and pricing, foreign currency exchange
rates and other risks. These forward-looking statements reflect the
views of Hexagon's management as of the date made with respect to future
events and are subject to risks and uncertainties. All of these
forward-looking statements are based on estimates and assumptions made
by Hexagon's management and are believed to be reasonable, though are
inherently uncertain and difficult to predict. Actual results or
experience could differ materially from the forward-looking statements.
Hexagon disclaims any intention or obligation to update these
forward-looking statements.

This press release consists of such information that Hexagon AB (publ)
may be obliged to disclose in accordance with the Swedish Securities
Market Act and /or the Financial Instruments Trading Act. The
information was submitted for publication on 24 November 2010 at 12:00
CET.