Eniro has received underwriting commitments for the cash issue and extends the acceptance period for the exchange offerings one last time
Eniro has received underwriting commitments for the cash issue amounting to SEK 275 million and extends the acceptance period for the exchange offerings one last time
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 previously announced by press release on 27 July 2017 and 21 August 2017, Eniro has, together with Pareto and a group of convertible bond holders, been working to secure an underwriting consortium in order to achieve a full guarantee for the planned cash issue of around SEK 275 million. As at today, Eniro has received underwriting commitments regarding the cash issue for an amount of SEK 275 million.
Each underwriter will receive compensation corresponding to 10 percent of the underwritten amount. The underwriting compensation will be paid in newly issued class A shares in Eniro which will be paid for through a set-off of each underwriters claim against Eniro to the underwriting commission. The issue price will be the volume weighted average price of Eniro’s class A shares during the last five trading days before the end of the subscription period in the planned cash issue.
Due to the agreement of underwriting regarding the planned cash issue an additional supplement to the prospectus regarding the exchange offerings will be published.
The exchange offers are 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 . As at 8 September, the exchange offers have been accepted by preference shareholders with a total holding corresponding to approximately 74 percent of all outstanding preference shares and by holders of convertible loans with a total holding corresponding to approximately 60 percent (excluding the holdings of the initiating group of the underwriting consortium) of the outstanding nominal value of the convertible loans in Eniro.
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.
Therefore, the board of directors of Eniro has decided to extend the acceptance period in the exchange offerings until 17:00 CET on 29 September 2017. The board will not resolve on any further extensions.
For additional information, please refer to the prospectus regarding the exchange offerings which was published by Eniro on 8 June 2017, as well as the supplements to the prospectus which were published by Eniro on 2 August and 22 August 2017.
Preliminary time table
29 September 2017 Last day of acceptance in the exchange offers
3 October 2017 Announcement of the outcome in the exchange offers
4 October–25 October 2017 Trading in the paid subscribed shares from the exchange offerings
18 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
On or about 31 October 2017 Conversion of paid subscribed shares to ordinary shares of class A from the exchange offers
1 November–15 November 2017 Subscription period in the cash issue
Erneholm Haskel is financial advisor 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 08.35 CET on 11 September 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.