AcadeMedia announces the final terms of its rights issue
AcadeMedia announced on October 24, 2017 that the Board of Directors had resolved on a rights issue of approximately SEK 400 million with pre-emptive rights for existing shareholders. The rights issue is subject to approval by the annual general meeting, which is held on November 24, 2017. The Board of Directors of AcadeMedia announces today the final terms of the rights issue.
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The rights issue in brief
- Shareholders in AcadeMedia have preferential rights, which give the right to subscribe for one (1) new common share per every nine (9) existing shares, which equals a subscription ratio of 1:9. How this is done is described at AcadeMedia’s webpage www.academedia.se.
- The subscription price is SEK 39 per new common share, which corresponds to a rights issue proceeds of approximately SEK 410 million before rights issue expenses, provided that the rights issue is fully subscribed.
- The subscription period runs from and including November 30, 2017, up to and including December 14, 2017.
- AcadeMedia’s largest shareholder Mellby Gård, holding approximately 21 percent of the outstanding shares, has undertaken to subscribe for its pro rata share in the rights issue and to subscribe for any other shares not subscribed by other investors. The rights issue is thus fully covered by subscription and guarantee commitments.
- Furthermore, Nordea Funds and the Second AP Fund, together holding approximately 14 percent of the outstanding shares, have expressed their intention to subscribe for shares corresponding to their pro rata share in the rights issue.
Background and reason
AcadeMedia is Northern Europe’s leading and largest individual education company with presence throughout the educational chain. AcadeMedia’s vision is to be an international role model with regards to quality, results and innovation. AcadeMedia has a clear strategy of growing the company through organic growth by increasing capacity utilization in existing and new units as well as through bolt-on acquisitions and strategic acquisitions. Since being listed on Nasdaq Stockholm in June, 2016, AcadeMedia has established and acquired a number of schools in the pre- and compulsory school segment, upper secondary schools segment as well as the international preschools segment. In April, 2017, the German preschool business Step Kids Education GmbH was acquired. Furthermore, the acquisition of Vindora was announced in September 2017 and was completed on November 1, 2017. Vindora is a leading player within apprenticeship programmes, practical and vocational training and introductory programmes in upper secondary school.
The purchase price for Vindora is SEK 546 million. To partly finance the acquisition of Vindora, the Board of Directors of AcadeMedia on October 23, 2017, resolved on a rights issue of approximately SEK 400 million net of rights issue expenses. The rights issue is expected to be approved by the annual general meeting of AcadeMedia on November 24, 2017. The majority of the rights issue funds will be used to fund the acquisition of Vindora and a smaller portion will be used for expansion of the international operations. The remaining part of the acquisition will be financed through existing funds. The Company has entered into a bridge financing agreement with existing lenders to fund the acquisition until the rights issue has been completed.
Through the acquisition of Vindora, AcadeMedia will develop their Swedish operations in the field of vocational training with 33 upper secondary schools with the brand Praktiska, three upper secondary schools of the brand Hagströmska and Movant, which provides vocational adult education at ten locations in Sweden. Vindora has in recent years achieved good sales and profit growth by increasing capacity utilization in existing units. AcadeMedia will initially invest additional resources to develop Vindora and ensure the sustainability of the business.
In addition, the Board of Directors refers to the prospectus that will be compiled for the rights issue and which is planned to be published on November 23, 2017.
Terms of the rights issue
Shareholders who on the record day November 28, 2017, are registered shareholders in AcadeMedia have preferential rights to subscribe for new common shares in proportion to the number of shares held on the record day. For every existing share one (1) subscription right is received. Nine (9) subscription rights will carry an entitlement to subscribe for one (1) new common share.
Shares will be traded including the right to participate in the rights issue up to and including November 24, 2017 and the first day of trading excluding the right to receive subscription rights is November 25, 2017.
Shares can also be subscribed without the use of subscription rights. In the event of all shares not being subscribed for with the use of subscription rights the Board of Directors, within the limit for maximum amount of the rights issue, decide on the allocation of shares subscribed for without the use of subscription rights. These shares shall firstly be allocated to those who have subscribed to shares using subscription rights, regardless if they were a shareholder on the record day or not, pro rata based on the number of subscription rights that each one has used for subscription. Secondly, these shares shall be allocated to others that has subscribed to shares without the use of subscription rights, pro rata based on their notified interest. Thirdly, any remaining shares shall be allocated to Mellby Gård. In the case of pro rata allocation not being possible the allocation will be done by lot.
The subscription price is SEK 39 per new common share. Provided that the rights issue is fully subscribed AcadeMedia will receive approximately SEK 410,041,632 before issuing expenses.
The rights issue will increase AcadeMedia’s share capital with a maximum of SEK 10,513,888 to SEK 105,303,885 through issuance of a maximum of 10,513,888 common shares. The number of shares in AcadeMedia will after the rights issue amount to a maximum of 105,303,885, of which 105,138,885 are common shares and 165,000 are shares of series C.
Subscription of shares can be done during the period from and including November 30, 2017, to and including December 14, 2017, or such later date as decided by the Board of Directors which then will be announced in a press release no later than December 14, 2017. Trading of subscription rights can be done during the period from and including November 30, 2017, to and including December 12, 2017.
Shareholders who choose not to participate in the rights issue will have their shareholding diluted by approximately 10 percent, but are able to financially compensate for this dilution by selling their subscription rights.
The rights issue is subject to approval at the annual general meeting which will be held November 24, 2017, at 15.00 at City Conference Center, Folkets Hus, Barnhusgatan 12-14, Stockholm. The notice for the annual general meeting was published October 24, 2017, and is available at AcadeMedia’s webpage.
Subscription and guarantee commitments
Mellby Gård, holding approximately 21 percent of the outstanding shares, has undertaken to subscribe for its pro rata share in the rights issue and to subscribe for any other shares not subscribed by other investors. The rights issue is thus fully covered by subscription and guarantee commitments. Furthermore, Nordea Funds and the Second AP Fund, together holding approximately 14 percent of the outstanding shares, have expressed their intention to subscribe for shares corresponding to their pro rata share in the rights issue.
Comprehensive information regarding the rights issue will be included in the prospectus which is planned to be published on November 23, 2017.
This timetable is preliminary and may be subject to change.
23 Nov Planned publishing date of the prospectus
24 Nov Annual general meeting to approve the Board of Directors decision on the rights issue
24 Nov Last day of trading shares of AcadeMedia including right to participate in the rights issue
28 Nov Record date for participation in the rights issue, i.e. holders of shares who are registered in the share register on this day will receive subscription rights for participation in the rights issue
30 Nov-12 Dec Trading in subscription rights
30 Nov-14 Dec Subscription period
19 Dec Expected press release of the outcome of the rights issue
Advisors for the rights issue
Carnegie Investment Bank AB is acting as AcadeMedia’s financial advisor and Advokatfirman Vinge is acting as legal advisor to AcadeMedia in connection with the rights issue.
For more information, please contact:
Marcus Strömberg, CEO
Telephone: +46 8 794 4200
Eola Änggård Runsten, CFO
Telephone: +46 8 794 4240
This information is information that AcadeMedia 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 persons set out above, at 08:00 CET on November 21, 2017.
AcadeMedia creates opportunities for people to develop. The 15,000 employees at our 600 preschools, compulsory schools, upper secondary schools and adult education centres share a common focus on quality and development. Our 160,000 children, students and adults are provided with a high quality education, giving them the best conditions to attain both learning objectives and their full potential as individuals. AcadeMedia is Northern Europe´s largest education company, with locations/facilities/presence in Sweden, Norway and Germany. Our size gives us the capacity to be a robust, long term partner to the communities we serve. More information about AcadeMedia is available on www.academedia.se.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in AcadeMedia. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for shares in AcadeMedia will only be made through the prospectus that AcadeMedia plan to publish on or around November 23, 2017.
The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and provinces, every state in the United States and the District of Columbia), Canada, Australia, Japan, Hong Kong, Switzerland, New Zealand, Singapore, South Africa or any other jurisdiction in which such action is subject to legal restrictions or would require other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws.
No shares or other securities in AcadeMedia have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.