Eniro announces the terms for the cash issue
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.
The Board of Directors of Eniro AB (publ) (“Eniro” or the “Company”) has as a part of the Company’s recapitalization plan, with authorization from the Extraordinary General Meeting on 7 June 2017, resolved on a cash issue of class A ordinary shares of up to SEK 278,295,701 million with preferential rights for existing owners of class A ordinary shares (excluding holders of paid subscribed shares from the exchange offers). The subscription price has been set at SEK 0.075 per class A ordinary share. The proceeds from the cash issue will be used to pay off bank loans. In addition, Eniro’s lending banks will write down bank loans of SEK 275,000,000.
On 5 October 2017, a crucial step in the process of changing Eniro’s capital structure was taken when the Company announced that the exchange offers to holders of preference shares and convertibles had been completed. This meant that the, according to the Company, most critical part of the recapitalization plan had been completed. As a part of the recapitalization, the Board of Directors of Eniro has resolved, with authorization from the Annual General Meeting on 7 June 2017, on a cash issue of class A ordinary shares. Since the cash issue is covered by guarantee commitments and subscription undertakings amounting to more than SEK 275,000,000, the additional adjustments of the Company’s loan terms will also enter into force, subject to the completion of the remaining parts of the recapitalization.
The cash issue means i.a. that shareholders in Eniro have the opportunity to limit the dilution effect on their shareholding caused by the exchange offers and the banks’ conversion of SEK 150 million in loans into class B ordinary shares. In addition, Eniro’s financial position will be further strengthened by using issue proceeds for repayment of bank loans, and through the banks’ write down of bank loans of SEK 275,000,000.
The cash issue in brief
- Cash issue of up to SEK 278,295,701 before deduction of transaction costs. The cash issue will, if fully subscribed for, increase Eniro’s share capital by SEK 667,909,683 through the issuance of 3,710,609,350 new class A ordinary shares.
- After the cash issue the number of ordinary shares will amount to not more than 6,354,526,476, of which not more than 5,870,655,510 class A ordinary shares and 483,870,966 class B ordinary shares.
- Shareholders who choose not to participate in the cash issue will have their ownership diluted by up to 58 percent (after conversion into shares of all paid subscribed shares), but have the opportunity to financially compensate themselves by selling their subscription rights.
- Subscription of new class A ordinary shares can be made during the period from 1 November 2017 until 15 November 2017, or the later date decided by the Board of Directors.
- The new class A ordinary shares are issued at a price of SEK 0.075 per share.
- Those who, on the record date 27 October 2017, are registered as holders of class A ordinary shares in Eniro (excluding holders of BTA UE received in the exchange offers) receive seven (7) subscription rights for each class A ordinary share held. One (1) subscription right gives the holder the right to subscribe for one (1) new class A ordinary share in Eniro.
- The record date with Euroclear for receiving subscription rights in the cash issue is 27 October 2017. The last day of trading in the class A ordinary shares including the right to receive subscription rights in the cash issue is 25 October 2017.
- Trading in subscription rights for class A ordinary shares will take place on Nasdaq Stockholm during the period from 1 November 2017 until 13 November 2017.
- The cash issue is covered by subscription undertakings and underwriting commitments of more than SEK 275,000,000.
The complete terms for the cash issue and information about Eniro will be presented in the prospectus regarding the cash issue, which will be published around 26 October 2017.
Preliminary time table
9 October–6 December 2017 Trading in the paid subscribed shares from the exchange offers
25 October 2017 Last day of trading in the Eniro’s ordinary share including the right to receive subscription rights in the cash issue
26 October 2017 Estimated day for publication of prospectus regarding the cash issue
27 October 2017 Record date to receive subscription rights in the cash issue
1 November–13 November 2017 Trading in subscription rights
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
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 and the share issues. 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 08:00 CET on 23 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.
 Because the cash issue is being conducted at an issue price lower than the par value of the share, SEK 278,295,701.25 of the share capital increase is derived from the issue proceeds and the remaining SEK 389,613,981.75 is added to the share capital through transer from equity capital.