PRESS RELEASE NICKEL MOUNTAIN GROUP AB (PUBL) DATED 2015-11-17
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Summary of the Extraordinary General Meeting in Nickel Mountain Group AB (publ) conducted today
- Private placement of 400 million new shares at an issue price of NOK 1 per share approved
- Acquisition of ALD Abogados S.L. for in total some NOK 166 million, whereof partly in kind via issue of up to 47 million new shares, approved
- Reparatory rights issue of 60 million new shares at an issue price of NOK 1 per share approved
- An incentive option program encompassing issue of in total up to 55.5 million new shares during 2015 – 2020 approved
- New Articles of Association with new limits of the share capital, new share class A and new business direction approved
- A consultancy agreement with Ferncliff approved
- The EGM approved of authorizing the Board of Directors to decide on a possible sale or winding down of the mineral operations in the subsidiaries Nickel Mountain Resources AB and Nickel Mountain AB
An Extraordinary General Meeting in Nickel Mountain Group AB (“NMG” or the “Company”) was held in Stockholm today (the “EGM”). The agenda contained seven main items, (i) approval of proposed consultancy agreement with the Norwegian company Ferncliff TIH II AS; (ii) approval of the acquisition of the Spanish debt collection company ALD Abogados S.L. for a total consideration of some NOK 166 million whereof partly via an issue in kind of up to 47 million new shares at an issue price of NOK 1 per share; (iii) approval of a fully underwritten private placement of 400 million new shares at NOK 1 per share; (iv) approval of a fully underwritten rights issue to shareholders as of 24 November 2015 who did not participated in the private placement of 60 million new shares at an issue price of NOK 1 per share; (v) amendments to the Articles of Association (vi) approval of an Employee Stock Option program encompassing the issue in the future of some 55.5 million new shares and lastly (vii) approval of decision to give the Board of Directors an authorization to dispose of the mineral assets of the group.
The EGM first voted in favor of NMG concluding a consultancy agreement with the company Ferncliff TIH II AS (“Ferncliff”) in respect of a completion of the ALD Abogados S.L. acquisition. Ferncliff has rendered critical services for completing the transaction. A NOK 4 million success fee is payable under the proposed agreement.
Next, the proposed acquisition of the Spanish debt collection company ALD Abogados S.L. was approved. The purchase consideration consists of a cash amount of some NOK 120 million, and in addition of an issue in kind of up to 47 million new NMG class A-shares at an issue price of 1 NOK per share. This issue in kind was approved as a separate decision. It was noted that the exact number of new shares to be issued will depend on the actual exchange rate between the Euro and the NOK when the two Spanish sellers sign the subscription list.
Then, a fully underwritten private placement (the "Private Placement") of 400 million new class A-shares at an issue price of 1 NOK per share was approved by the shareholders’ meeting. Completion of the private placement is still subject to certain other conditions which NMG expects to be fulfilled within short time.
All class A-shares will, following their respective issuance, be converted to ordinary shares on a one-to-one basis shortly after publication of a prospectus for the new shares, and will until such dates not be tradable on the Oslo Stock Exchange. NMG will issue a stock exchange notice to inform shareholders of when these shares are converted to ordinary shares and become tradable.
Thereafter a fully underwritten reparatory issue (rights issue) of 60 million new ordinary NMG shares at an issue price of 1 NOK per share was approved. The record date for participating in the rights issue is 24 November, 2015. The last day of trading of the NMG share on the Oslo Stock Exchange including subscription rights will be 20 November 2015. The shareholders who did not participate in the private placement or the issue in kind will have right to participate in the reparatory issue (the “Eligible Shareholders”). The Eligible Shareholders hold a total of 43,764,076 shares in NMG. The Eligible Shareholders will receive one subscription right for each existing share held on the record date. Three subscription rights will give the Eligible Shareholders a right to subscribe for four new shares. Oversubscription will be allowed. The subscription period is expected to commence at 09:00 CET on November 27, 2015 and expire at 16:30 CET on December 11, 2015. The subscription rights are expected to be listed on Oslo Børs and be tradable from 09:00 CET on November 27, 2015 until 16:30 CET on December 9, 2015. Subscription rights not sold prior to 16:30 CET on December 9, 2015 or used to subscribe for shares prior to 16:30 CET on December 11, 2015 will expire and have no value.
Due to the issuance of subscription rights on 27 November, 2015 there will be a stop in the cross border transactions for the Company’s shares from 20 November, 2015. Last trading and settlement date will be 19 November, 2015 or earlier, and all unsettled cross border transactions will be cancelled at 20 November 2015. The cross border transactions will start up at 25 November, 2015, and first trading and settlement date will have to be 25 November 2015.
As the last subscription date is 11 December, 2015 there will be a stop in the cross border transaction for the subscription rights from 8 December 2015. Last trading and settlement date will have to be 7 December 2015 or earlier, and all unsettled cross border transactions will be cancelled at 8 December 2015.
In order to allow for the new share issues the Articles of Association were amended. Firstly, the limits of the share capital were increased so that the new limits are a minimum of 164.125 million shares and a maximum of 656.5 million shares corresponding to a minimum share capital of SEK 82.0625 million and a maximum share capital of SEK 328.25 million.
Further, the object of the Company’s business was changed to reflect the new debt collection business started in Spain. The new wording in the Articles of Association is: “To, directly or through subsidiaries or via co-operations with others, conduct debt collection work, extend financial and administrative services, legal and invoicing services, acquire debt, investment operations, own and manage real and movable property as well as therewith associated activities.“
A proposal to change the company name was not put forward to the Shareholders’ Meeting due to difficulties to register the name proposed in the EGM notice.
Next, the present shareholders approved of an Employee Stock Option program. According to the program, certain key employees of the group will in the future have the right to subscribe for in total 55.5 million new shares at issue prices ranging from NOK 1.00 to NOK 1.30 per share in various tranches. The options can be exercised during 2016 – 2020.
Lastly, the present shareholders voted to give authorization to the Board of Directors of NMG to possibly sell the nickel operations held by subsidiaries Nickel Mountain Resources AB and Nickel Mountain AB. The reason is that the mineral assets no longer strategically fit in to the new debt collection business. The authorization also includes the option to ultimately, if deemed necessary, close down the mineral business by winding the operations down.
All approvals were granted with sufficient majority of votes. At the EGM 41,783,080 shares were present directly or through proxies, corresponding to 46% of the Company's 90,809,360 total outstanding shares.
For and on behalf of the Board of Directors of Nickel Mountain Group AB
For information, please contact Torbjörn Ranta
Tel: + 46 8 402 28 00
Cell Phone: +46 708 855504
Cautionary Statement: This announcement is not and does not form a part of any offer for sale of securities. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus. Statements and assumptions made in this document with respect to Nickel Mountain Group AB’s (“NMG”) current plans, estimates, strategies and beliefs, and other statements that are not historical facts, are forward-looking statements about the future performance of NMG. Forward-looking statements include, but are not limited to, those using words such as "may", "might", "seeks", "expects", "anticipates", "estimates", "believes", "projects", "plans", strategy", "forecast" and similar expressions. These statements reflect management's expectations and assumptions in light of currently available information. They are subject to a number of risks and uncertainties, including, but not limited to, (i) changes in the economic, regulatory and political environments in the countries where NMG operates; (ii) changes relating to the geological information available in respect of the various projects undertaken; (iii) NMG’s continued ability to secure enough financing to carry on its operations as a going concern; (iv) the success of its potential joint ventures and alliances, if any; (v) metal prices, particularly as regards nickel. In the light of the many risks and uncertainties surrounding any mineral project at an early stage of its development, the actual results could differ materially from those presented and forecast in this document. NMG assumes no unconditional obligation to immediately update any such statements and/or forecasts.