Stockholm, 2015-11-16 19:05 CET (GLOBE NEWSWIRE) --
The Board of Directors of Vostok Emerging Finance Ltd (”Vostok Emerging Finance” or the “Company”) has prepared a prospectus in relation to the rights issue of up to approximately SEK 588 million. The prospectus has been approved by and registered with the Swedish Financial Supervisory Authority and is available on the Company’s website, www.vostokemergingfinance.com, and on Pareto Securities’ website, www.paretosec.com. The printed version of the prospectus is available from Pareto Securities AB (Berzelii Park 9, 103 91 Stockholm). The prospectus is in Swedish and there is also an English translation of the prospectus available.
The Rights Issue
The Special General Meeting held on 9 November 2015 resolved on a new share issue of up to a maximum of approximately SEK 588 million with preferential right for the Company’s existing holders of Swedish Depository Receipts (“SDR”), representing common shares in the Company, in proportion to their SDR holdings as of the record date, 17 November 2015 (the “Rights Issue”).
For every SDR held on the record date the holder will receive one (1) subscription right. One (1) subscription right entitles the holder to subscribe for eight (8) new SDRs, each representing one (1) new common share. The subscription price is set at SEK 1.00, corresponding to approximately USD 0.12, per new SDR, which means that the Rights Issue will raise a maximum of approximately SEK 588 million, corresponding to approximately USD 68 million, before the costs for the Rights Issue, through the issuance of no more than 587,996,440 new common shares of USD 0.01 par value each (represented by SDRs), resulting in an increase of the share capital of not more than USD 5,879,964.40. After the Rights issue the number of SDRs and underlying common shares in Vostok Emerging Finance will amount to a maximum of 661,495,995.
The record date at the Swedish Central Securities Depository, Euroclear Sweden AB, for participation in the Rights Issue is 17 November 2015. This means that the SDRs trade excluding preferential right to participate in the Rights Issue from and including 16 November 2015. The subscription period runs from and including 19 November up to and including 3 December 2015, or such later date as decided by the Board of Directors.
In the event that not all SDRs are subscribed for by way of subscription rights the Board of Directors shall resolve on allotment of SDRs subscribed for without subscription rights, whereby SDRs primarily shall be allotted to those who also subscribed for SDRs by way of subscription rights, regardless of whether the subscriber was an SDR holder on the record date or not, and in the event of oversubscription, in relation to the number of subscription rights which were used for subscription of SDRs and, in the event that is not possible by way of drawing lots. Secondarily, SDRs shall be allotted to others who subscribed for SDRs without subscription rights and, in the event those cannot receive full allotment, in relation to the number of SDRs each and every one has subscribed for and, in the event that is not possible, by way of drawing lots.
Subscription of SDRs by the exercise of subscription rights shall be made through simultaneous cash payment. Subscription of SDRs without the exercise of subscription rights shall be made on a separate subscription list and subscribed SDRs shall be paid in cash no later than three (3) banking days after the notice of allotment has been sent to the subscriber, or such later date as the Board of Directors may decide. The new SDRs shall entitle to dividends for the first time on the record date for dividends that occurs immediately following the registration of the issue of the new shares.
Subscription commitments and indications
SDR holders holding a total of approximately 60 percent of the outstanding SDRs have expressed their support and indicated their interest in participating in the Rights Issue. In addition, members of the Board and management of the Company have committed to subscribe for a total of 3,583,824 new SDRs, corresponding to circa 0.6 percent of the new SDRs offered in the Rights Issue, through the exercise of subscription rights. These are Lars O. Grönstedt (Chairman of the Board), Per Brilioth (Board member), David Nangle (Managing Director), Nadja Borisova (CFO) and Anders F. Börjesson (General Counsel).
Time table
16 November 2015 First day of trading in the SDR without the right to participate in the Rights Issue
17 November 2015 Record date, i. e. registered SDR holders will receive subscription rights carrying the right to participate in the Rights Issue
19 November – 1 December 2015 Trading in subscription rights
19 November – 3 December 2015 Subscription period
Around 8 December 2015 The outcome of the Rights Issue is announced
Mid-December 2015 The Rights Issue is completed and registered
Advisors
Pareto Securities AB is financial advisor to Vostok Emerging Finance and Advokatfirman Vinge KB is legal advisor to Pareto Securities AB and Vostok Emerging Finance in connection with the Rights Issue.
David Nangle,
Managing Director
For further information please contact:
Björn von Sivers, Investor Relations, Tel +46 (0)8 545 015 50
Vostok Emerging Finance is an investment company with the goal of investing in early stage modern financial services companies across emerging and frontier markets. VEF trades in Sweden on Nasdaq First North under the ticker VEMF SDB.
Vostok Emerging Finance’s Certified Adviser on Nasdaq First North is Pareto Securities AB.
IMPORTANT INFORMATION
This press release is not an offer or solicitation to acquire shares or SDRs in Vostok Emerging Finance. This document is an advertisement and not a prospectus for the purposes of the Prospectus Directive (2003/71/EC), as amended. The offering of securities is made by means of a prospectus that may be obtained from the issuer and that contains detailed information about the Company and its management, as well as financial statements. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the prospectus.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. Vostok Emerging Finance does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. The information in this press release may not be announced, published or distributed, directly or indirectly, to the United States, Canada, Australia, New Zealand, Singapore, South Africa, Japan or Hong Kong or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.
