Eniro completes a commitment fee issue to the guarantors of 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, with authorization from the annual general meeting held on 7 June 2017 and in accordance with the press release from the Company on 11 September 2017, resolved on a new share issue of 297,552,831 ordinary class A shares directed to the guarantors of the Company’s cash issue as consideration for the guarantors respective guarantee commitments in the cash issue. The subscription price has been set at SEK 0,0899 per ordinary class A share.
As consideration for their respective commitments in the cash issue, each guarantor receives a commitment fee in an amount equal to 10 percent of the committed amount. The commitment fee amounts to a total of SEK 26.75 million.
The commitment fee is paid in the form of newly issued class A ordinary shares in Eniro paid by way of set-off against each guarantor’s compensation claim on Eniro.
The board of directors of Eniro has therefore, with authorization from the annual general meeting, resolved on a directed share issue of ordinary class A shares. The subscription price in the commitment fee issue amounts to SEK 0,0899 per class A ordinary share, corresponding to the volume-weighted average price of Eniro’s class A ordinary shares and paid subscribed shares from the exchange offers during the last five days of the subscription period in the cash issue.
The commitment fee issue comprises a total of 297,552,831 class A ordinary shares and will increase Eniro’s share capital with SEK 53,559,509.58. Due to technical reasons the share issue will be completed in two steps, and 269,917,069 class A ordinary shares will be issued on or about 30 November 2017, after which these ordinary shares start trading, and the remaining 27,635,762 class A ordinary shares will be issued shortly after the adoption of Eniro’s annual accounts for 2017, after which also these ordinary shares will start trading.
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 70-561 16 15
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 and 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 subscription price in the share issue is set at a discount to the shares’ par value, SEK 26,749,999.5069 of the share capital increase is derived from the issue proceeds and the remaining SEK 26,809,510.0731 will be added to the share capital through transfer from other equity capital on two occasions.