NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITES STATES,
AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR
ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OF THIS PRESS RELEASE WOULD BE
SUBJECT TO LEGAL RESTRICTIONS.
Summary
· Shareholders in KappAhl have preferential right to subscribe for one (1) new
share for every (1) existing share
· The subscription price is SEK 1.70 per share, which at full subscription
represents total rights issue proceeds of approximately SEK 383 million before
transaction costs
· The subscription period will run from and including 6 December 2012 up to
and including 20 December 2012
· The rights issue is fully guaranteed through subscription undertakings and
guarantee undertakings from existing shareholders and external guarantors
· The rights issue is subject to approval by the Annual General Meeting, which
will be held on 28 November 2012
The rights issue
On 24 October 2012, KappAhl AB (publ) (“KappAhl” or the “Company”) announced the
Board of Directors’ resolution on a new share issue of approximately SEK 375
million with preferential rights for the Company’s shareholders, with the
purpose to strengthen the Company’s financial position and reduce the debt
position through amortization of loans. The Board of Directors has now resolved
on the subscription price and the terms for the rights issue.
Shareholders in KappAhl have preferential right to subscribe for one (1) new
share for every (1) existing share held on the record date for the rights issue.
Each share in KappAhl entitles the holder to one (1) subscription right and one
(1) subscription right entitles to subscription of one (1) new share. The
subscription price has been set to SEK 1.70 per share. This corresponds to a
discount of approximately 47 percent compared to the theoretical ex-right price,
based on the closing price of the KappAhl share on 26 November 2012 on NASDAQ
OMX Stockholm. Up to 225,120,000 new shares will be issued, which at full
subscription represents a share capital increase of SEK 32,160,000 to a total of
SEK 64,320,000. The total rights issue proceeds will be SEK 383 million if the
rights issue is fully subscribed, before costs related to the transaction.
The rights issue is subject to approval by the Annual General Meeting, which
will be held in Mölndal on 28 November 2012 at 18.00 CET. The notice of the
Annual General Meeting was announced on 30 October 2012 and is available on
KappAhl’s website www.kappahl.com. Record date at Euroclear Sweden AB for
receiving subscription rights is 3 December 2012. The subscription period runs
from and including 6 December 2012 up to and including 20 December 2012 or such
later date as resolved on by the Board of Directors.
Subscription and guarantee undertakings
Dutot Ltd. (Christian W. Jansson), Mellby Gård AB (Rune Andersson), Ferd AS,
Jula AB and Håkan Westin, together representing approximately 34.9 percent of
the votes in the Company has declared their support for the rights issue and
have undertaken to vote in favour of the rights issue at the Annual General
Meeting.
Dutot Ltd., Mellby Gård AB, Ferd AS, Jula AB and Håkan Westin have also
undertaken to subscribe for shares corresponding to their respective pro rata
share in the rights issue, which in aggregate corresponds to 34.9 percent of the
rights issue.
Dutot Ltd., Ferd AS and Håkan Westin have undertaken to guarantee an amount
corresponding to approximately 41.4 percent of the rights issue, meaning that
existing shareholders have granted subscription undertakings and guarantee
undertakings in respect of a total of approximately 76.3 percent of the rights
issue. In addition, Italo Invest AB, Sawajpore AB, Mount Mitchell AB, Lindgate
Industri AB and Independia AB (Jan Samuelson) have undertaken to guarantee an
amount corresponding to 23.7 percent of the rights issue.
Consequently, the rights issue is fully guaranteed by means of subscription and
guarantee undertakings.
Timetable for the rights issue
28 The Annual General Meeting resolves the
November Board of Directors’ rights issue
resolution
29 First day of trading in the KappAhl share
November excluding subscription right
29 Estimated date for publication of the
November prospectus
3 Decembe Record date for allotment of subscription
r rights
6 – 17 Trading in subscription rights
December
6 – 20 Subscription period (subscription through
December payment)
28 Estimated day for announcement of
December preliminary outcome of the rights issue
Financial and legal advisors
Carnegie is acting as financial advisor and Setterwalls Advokatbyrå is acting as
legal advisor to KappAhl.
For further information, please contact:
Johan Åberg, President and CEO, phone +46 706 09 99 73, johan.aberg@kappahl.com
Håkan Westin, Chief Financial Officer, phone +46 704 71 56 64,
hakan.westin@kappahl.com
For further information, please contact:
Annette Björklund, Head Public Relations, phone +46 704 71 55 42,
annette.bjorklund@kappahl.com
KappAhl was founded 1953 and is a leading Nordic fashion chain with close to 400
stores and 4 500 co-workers in Sweden, Norway, Finland, Poland and the Czech
Republic. KappAhl designs, markets and sells value-for-money fashion and focus
in particular on women 30-50 years of age. In 1999, KappAhl was the first
fashion chain to receive environmental management standard certification. During
the financial year 2011/2012, KappAhl had sales of SEK 4,6 billion. KappAhl
shares are listed on the NASDAQ OMX Stockholm. Further information is available
at www.kappahl.com
KappAhl AB (publ) discloses the information provided here pursuant to the
Securities Market Act and/or the Financial Instruments Trading Act. The
information was submitted for publication on 27 November 2012 at 7.30 a.m.
IMPORTANT NOTICE
In certain jurisdictions, the publication or distribution of this press release
may be subject to legal restrictions and persons in those jurisdictions where
this press release has been published or distributed should inform themselves
about and abide by such legal restrictions.
This press release may not be published or distributed, directly or indirectly,
in or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand,
Singapore, or South Africa or any other country where such action is wholly or
partially subject to legal restrictions. Nor may the information in this press
release be forwarded, reproduced or disclosed in such a manner that contravenes
such restrictions. Failure to comply with this instruction may result in a
violation of the United States Securities Act of 1933 ("Securities Act") or laws
applicable in other jurisdictions.
This press release does not contain or constitute an invitation or an offer to
acquire, subscribe for or otherwise trade in shares, subscription rights or
other securities in KappAhl AB (publ). Any invitation to the persons concerned
to subscribe for shares in KappAhl AB (publ) will only be made through the
prospectus that KappAhl AB (publ) intends to publish by the end of November
2012, which prospectus will contain, among other things, financial statements as
well as detailed information regarding KappAhl AB (publ)’s Board of Directors
and Management.
Neither of the subscription rights, the BTAs (interim shares) or the new shares
will be registered in accordance with the Securities Act or any provincial act
in Canada and may not be transferred or offered for sale in the United States or
Canada or to persons resident there or on account of such persons other than in
such exceptional cases that do not require registration in accordance with the
Securities Act or any provincial act in Canada.
The Board of KappAhl resolves on terms for the new share issue
| Source: KappAhl Holding AB