Eniro announces the current acceptance level and extends the acceptance period for the exchange offers
- Discussions regarding an underwriting of the cash issue, receive approval from the lending bank’s credit committees and achieve sufficient acceptance level in the exchange offers continues.
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.
As at today, the exchange offers have been accepted by preference shareholders with a total holding corresponding to approximately 73 percent of all outstanding preference shares and by holders of convertible loans with a total holding corresponding to approximately 60 percent of the outstanding nominal value of the convertible loans in Eniro. In order to complete the process of securing an underwriting consortium in the cash issue and to achieve a sufficient acceptance level in the exchange offers, Eniro has decided to extend the acceptance period for the exchange offers until 17:00 CET on 8 September 2017.
The process of securing an underwriting consortium which was previously communicated by Eniro by press releases on 27 July 20176 and on 21 August 2017 continues and as at the date of this press release, the bank consortium’s respective credit committees has given no final approval to an agreement regarding underwriting of the cash issue and adjusted loan terms.
The initiating group behind the underwriting consortium, whose aggregate holdings of convertible bonds corresponds to approximately 23 percent of the outstanding convertibles are still waiting with accepting the exchange offers until a complete underwriting consortium securing the cash issue has been established and the proposed new agreement has been approved by the respective banks’ credit committees. The group of investors has stated that they will accept the exchange offers provided that the underwriting of the cash issue will reach SEK 275 million and that an acceptance level of 95 percent is achieved in the exchange offers. If, against this background, the convertible holdings of the initiating group behind the underwriting consortium is included, the current acceptance level in the exchange offers is 83 percent.
Acceptance level of the exchange offers
As at 4 July 2017 the exchange offers had been accepted by preference shareholders with a total holding corresponding to approximately 68 percent of all outstanding preference shares and by holders of convertible loans with a total holding corresponding to approximately 57 percent of the outstanding nominal value of the convertible loans in Eniro. Eniro then decided to extend the acceptance period for the exchange offers until 26 July 2017.
As at 26 July 2017 the exchange offers had been accepted by preference shareholders with a total holding corresponding to approximately 73 percent of all outstanding preference shares and by holders of convertible loans with a total holding corresponding to approximately 57 percent of the outstanding nominal value of the convertible loans in Eniro. Eniro then decided to extend the acceptance period for the exchange offers until 25 August 2017.
As at 25 August 2017 the exchange offers had been accepted by preference shareholders with a total holding corresponding to approximately 73 percent of all outstanding preference shares and by holders of convertible loans with a total holding corresponding to approximately 60 percent of the outstanding nominal value of the convertible loans in Eniro. Eniro has therefore decided to extend the acceptance period for the exchange offers until 8 September 2017.
If the required acceptance level is not achieved in the exchange offers, and Eniro and the bank- and underwriting consortiums decide to not complete the exchange offers at a lower acceptance level, no amended loan agreement will enter into force. At the same time, the deferment according to the stand still agreement will cease, which entails that the lending banks have the right to demand the immediate repayment of all outstanding loans. As Eniro lacks the funds to repay its loan obligations if immediate repayment was demanded, the board of directors intend to apply for a company reorganization at the district court if the required acceptance level is not achieved in the exchange offers.
Preliminary time table
8 September 2017 Last day of acceptance in the exchange offers
12 September 2017 Announcement of the outcome in the exchange offers
13 September – 4 October 2017 Trading in the paid subscribed shares from the exchange offers
27 September 2017 Announcement of terms in the cash issue
5 October 2017 Publication of prospectus regarding the cash issue
About 6 October 2017 Record date for participation in the cash issue
On or about 10 October 2017 Conversion of paid subscribed shares to ordinary shares of class A from the exchange offers
11 October–25 October 2017 Subscription period in the cash issue
Erneholm Haskel are financial advisors to Eniro regarding the recapitalization plans, together with the legal advisors Nord Advokater and Ramberg Advokater. Pareto Securities is Sole Manager and Gernandt & Danielsson Advokatbyrå is legal advisor to Eniro in relation to the exchange offers. Roschier Advokatbyrå is legal advisor to Pareto Securities.
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
This information is information that Eniro 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 09.20 CET on 28 August 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.
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 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.
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