Eniro announces number of newly issued shares, number of paid subscribed shares and the measuring period
This press release may not be announced, published or distributed, in whole or in part, directly or indirectly, in the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa 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. For further information, please refer to “Important information” in this press release.
Eniro announces number of newly issued shares, number of paid subscribed shares and the measuring period for establishing the subscription price in the cash issue
Eniro AB (publ) (“Eniro” or the “Company”) has, as previously announced, completed the exchange offers to holders of preference shares and convertible bonds and in addition completed a set-off issue to Eniro’s lending banks. The exchange offers and the set-off issue has resulted in paid subscribed shares (BTA) as follows.
In the exchange offers a total of 741,223 preference shares and a total nominal amount of the convertible bonds of SEK 231,998,003 have been submitted for redemption, which has resulted in Eniro issuing a total of 1,629,959,110 class A ordinary shares, of which 956,416,525 to holders of preference shares and 673,542,585 to holders of convertible bonds. Awaiting final registration, the issues have resulted in 1,629,959,110 paid subscribed shares (“BTA UE”). After the completion of the exchange offers, the Company has a total of 258,777 outstanding preference shares and a total nominal convertible debt of SEK 29,001,997 outstanding.
In addition, the directed issue of class B ordinary shares has been completed to Eniro’s lending banks with payment through set-off of approximately SEK 150 million in bank loans and has resulted in Eniro issuing a total of 483 870 966 class B ordinary shares. Awaiting final registration, the issues have resulted in the same number of paid subscribed shares (“BTA B”)
BTA UE will be traded at Nasdaq Stockholm from (and including) Monday, 9 October 2017. Consequently, the subscription price in the coming cash issue will be set at about a 30 percent discount based on a theoretical price after the completed cash issue, based on the lower of (i) SEK 0.31 and (ii) a volume-weighted average price for the Company’s class A ordinary share and BTA UE during the period from (and including) 9 October 2017 until (and including) 20 October 2017.
BTA B will not be traded.
When the new class A and class B ordinary shares have been registered with the Swedish Companies Registration Office (Sw. Bolagsverket), BTA UE and BTA B will be converted into ordinary shares of class A and class B respectively. The registration is expected to take place on or about 6 December 2017.
Preliminary time table
9 October–6 December 2017 Trading in the paid subscribed shares from the exchange offers
23 October 2017 Announcement of terms in the cash issue
26 October 2017 Publication of prospectus regarding the cash issue
27 October 2017 Record date for participation in the cash issue
1 November–15 November 2017 Subscription period in the cash issue
On or about 6 December 2017 Conversion of paid subscribed shares from the exchange offers to ordinary class A shares
For more information, please contact:
Björn Björnsson, Chairman of the board of directors, tel +46 70 399 80 16
Örjan Frid, President and managing director, tel +46 705 611 615
The information was submitted for publication, through the agency of the contact persons set out above, at 20.15 CET on 9 October 2017.
Eniro is a leading search company for individuals and businesses in the Nordic region. Eniro Group has approximately 1,700 employees. The company is listed on Nasdaq Stockholm [ENRO], with approximately 14,000 shareholders at present and is headquartered in Kista, Stockholm. More on Eniro at enirogroup.com, twitter.com/eniro, facebook.com/eniro.
Detta pressmeddelande finns tillgängligt på svenska på www.enirogroup.com/sv/pressmeddelanden.
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 Eniro. The invitation to subscribe for shares in Eniro will only be made through the prospectus that Eniro has published on its website, following the approval and registration thereof by the Swedish Financial Supervisory Authority and only to the persons to whom the prospectus is addressed. The prospectus contains, among other things, risk factors, financial statements as well as information regarding Eniro’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.
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 to persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other country where the offer or sale of the subscription rights, paid subscribed shares 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, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa 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.
The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene 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.
No subscription rights, paid subscribed 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, paid subscribed shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on the 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. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.
This press release contains forward-looking statements which reflect Eniro’s current view on future events and financial and operational development. Words such as “intend”, “will”, “expect”, “anticipate”, “may”, “plan”, “estimate” and other expressions than historical facts that imply indications or predictions of future development or trends, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
The information, opinions and forward-looking statements in this press release speak only as of its date and are subject to change without notice.
 The last day of trading in the paid subscribed shares is contingent on the Swedish Companies Registration Office’s (Swe. Bolagsverkets) approval of the decision to reduce the share capital at the shareholder’s meeting on 7 June 2017, which is linked to the decision to issue new shares.