Terms for CDON Group’s rights issue set
This press release may not be announced, published or distributed, in whole or in part, directly or indirectly, in the United States, Australia, Canada, Hong Kong, Japan or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be prepared or registered or require any other actions to be taken, in addition to the requirements under Swedish law. This press release is not a prospectus but an announcement of the terms of the planned rights issue in CDON Group, which was announced by the company in a press release on 22 October 2014. For further information, please refer to “Important notice” in this press release.
This press release has been published in Swedish and English. In the event of any discrepancy in content between Swedish original text and the English translation, the Swedish original shall prevail.
Terms for CDON Group’s rights issue set
- Shareholders in CDON Group have preferential rights to subscribe for one (1) new share per two (2) existing shares
- The subscription price is SEK 13 per share, which represents total rights issue proceeds of approximately SEK 647 million before transaction costs
- The rights issue is subject to approval by an Extraordinary General Meeting to be held on 21 November 2014
- The subscription period is 28 November – 12 December 2014
- Investment AB Kinnevik (”Kinnevik”), representing approximately 27 per cent of the capital in CDON Group, has through a subscription undertaking committed to subscribe for its shareholding in the rights issue. In addition, Kinnevik has committed to guarantee the remainder of the rights issue
The rights issue
The Board of Directors of CDON Group has set the final terms for CDON Group’s rights issue that was resolved on 21 October 2014. Shareholders in CDON Group have preferential rights to subscribe for 1 new share per 2 existing shares. Every existing share in CDON Group entitles the holder to 1 subscription right, and 2 subscription rights entitle to subscription for 1 new share. The subscription price has been set at SEK 13 per new share. This corresponds to a discount of approximately 26 per cent to the theoretical ex-rights price, based on the closing price on 17 November 2014 for CDON Group’s share listed on Nasdaq Stockholm.
Up to 49,756,593 new shares will be issued, which will increase the share capital with up to SEK 99,513,186, at full subscription. The total proceeds will, at full subscription, amount to approximately SEK 647 million before transaction costs. The rights issue is subject to approval by the shareholders at an Extraordinary General Meeting to be held on 21 November 2014 at 10.00 CET at the offices of Advokatfirman Cederquist at Hovslagargatan 3 in Stockholm.
The record date at Euroclear for the right to receive preferential rights is on 25 November 2014. The subscription period is 28 November – 12 December 2014 with the possibility for the Board to extend the subscription period.
Subscription commitment and guarantee undertaking
Kinnevik, representing approximately 27 per cent of the capital and votes in CDON Group, has through a subscription commitment undertaken to subscribe for shares in the rights issue corresponding to its shareholding in CDON Group. In addition, Kinnevik has through a guarantee undertaking committed to subscribe for the shares in the rights issue which potentially have not been subscribed for with or without subscription rights.
Preliminary timetable
21 November 2014, Extraordinary General Meeting resolves on approval of the Board of Director’s rights issue resolution
24 November 2014, First day of trading in the CDON Group share excluding subscription rights
25 November 2014, Record date for allotment of subscription rights
27 November 2014, Estimated date for publication of prospectus
28 November - 10 December 2014, Trading in subscription rights
28 November - 12 December 2014, Subscription period
18 December 2014, Announcement of the preliminary result of the rights issue
30 December 2014, Date of announcement of the final result of the rights issue
Financial and legal advisers
SEB Corporate Finance is acting as financial adviser to CDON Group in the rights issue and Cederquist is acting as legal adviser to CDON Group.
For further information, please visit CDONgroup.com or, contact:
Paul Fischbein, President and CEO
Tel: +46 (0) 10 703 20 00
Questions from investors and research analysts:
Nicolas Adlercreutz, CFO
Tel: +46 (0) 70 587 44 88
E-mail: ir@cdongroup.com
Questions from media:
Fredrik Bengtsson, Head of Communications
Tel: +46 (0) 700 80 75 04
E-mail: press@cdongroup.com
The information in this announcement is such that CDON Group AB (publ) is required to disclose under the Securities Markets Act. This information was released for publication at 08:00am CET on 18 November 2014.
About CDON Group
CDON Group is the leading e-commerce group in the Nordic region. Since the start in 1999, the Group has expanded and broadened its product portfolio and is now a leading e‐commerce player in consumer goods and lifestyle products through CDON.com, Lekmer, Nelly (Nelly.com, NLYman.com, Members.com), Gymgrossisten (Gymgrossisten.com/Gymsector.com, Bodystore.com, Milebreaker.com) and Tretti. The group also comprises the payment solution Qliro. In 2013, the group generated 4.4 billion SEK in revenue. CDON Group’s shares are listed on Nasdaq Stockholm’s Mid-cap list under short name “CDON”.
Important information
This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in CDON Group. Invitation to the persons concerned to subscribe for shares in CDON Group will only be made through the prospectus that CDON Group intends to publish at CDON Group’s website, following the approval and registration by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The prospectus will contain, among other things, financial statements as well as information regarding CDON Group's Board of Directors. This press release has not been approved by any regulatory authority and is not a prospectus, accordingly investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus to be published by CDON Group.
In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions.
This press release is not directed at persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia) (the ("United States"), Canada, Australia, Hong Kong, Japan or in any other country where the offer or sale of the subscription rights, interim shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, Japan or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended (the "Securities Act") or laws applicable in other jurisdictions.
In addition, if and to the extent that this press release is communicated in any European Economic Area member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures, including Directive 2010/73/EC, in any member state, the "Prospectus Directive"), this press release is only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of the Prospectus Directive and must not be acted on or relied on by other persons in that member state. This press release does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.
In the United Kingdom, this press release is being distributed only to, and is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.
No subscription rights, interim shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no subscription rights, interim shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. There are no plans to register any securities mentioned in this press release in the United States or make an offer to the public in the United States.