Eniro completes recapitalisation plan
Eniro AB (publ) completes the recapitalisation plan and the exchange offers. The bank consortium and the underwriting consortium have given their consent to complete the exchange offers, despite that a 95 percent acceptance level was not achieved. Final approval from the banks’ credit committees are expected no later than Thursday 5 October 2017.
Eniro’s board of directors has, as communicated in the press release dated 3 October 2017, decided to complete the exchange offers at the achieved acceptance level, provided approval is given by Eniro’s banks and the underwriting consortium.
As at 29 September the exchange offers had been accepted by preference shareholders with a total holding corresponding to approximately 74.12 percent of all outstanding preference shares and by holders of convertible loans with a total holding corresponding to approximately 88.89 percent of the outstanding nominal value of the convertible loans in Eniro.
The exchange offers were conditional upon the acceptance of the exchange offers by both preference shareholders who together own at least 95 percent of all preference shares and holders of convertible loans who together hold at least 95 percent of the outstanding nominal amount
”We are very happy that the recapitalisation plan gained support and can be carried out. Large efforts have been made by Eniro’s banks as well as the parties in the underwriting consortium in order for the recapitalisation plan to now be completed. With the underwriting consortium in place, the coming cash issue is fully guaranteed. Eniro is now able to focus completely on its business”, Björn Björnsson, chairman of the board in Eniro, comments
Eniro’s banks and the underwriting consortium have now given their consent to complete the exchange offers at the current acceptance level. The bank’s decision to complete the exchange offers is contingent on approval in the bank’s credit committees. Such approval is expected no later than Thursday 5 October 2017
Consequently, Eniro’s recapitalisation plan will be carried out. The next step in this plan is a cash issue of class A ordinary shares of approximately SEK 275 million with preferential rights for primarily the holders of existing class A ordinary shares (excluding holders of paid subscribed shares (BTA) received in the exchange offers). Ordinary shares not subscribed for with the support of subscription rights will be offered to other ordinary shareholders in Eniro as well as others who have submitted interest to subscribe for shares in the cash issue. This share issue is fully guaranteed by the underwriting consortium and entails that the favourable terms negotiated between the consortium and Eniro’s banks[1] will enter into force.
For the remainder of the recapitalsation plan:
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[2] Conversion of paid subscribed shares from the exchange offers to ordinary class A shares
Erneholm Haskel is financial advisor to Eniro regarding the recapitalisation 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 08.15 CET on 4 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.
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.
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.
[1] These loan terms were communicated in a press release from Eniro on 21 August 2017
[2] 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.