Eniro publishes prospectus regarding the cash issue and announces that final loan documentation has been concluded

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.

Eniro AB (publ) (“Eniro” or the “Company”) has previously announced that the Company, in cooperation with the Company’s lending banks, has drawn up a recapitalisation plan. 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.

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 million.

The prospectus regarding the cash issue

The prospectus regarding the cash issue and the admission to trading of the new ordinary shares of series A on Nasdaq Stockholm was approved and registered by the Swedish Financial Supervisory Authority today on 30 October 2017 and is now available on Eniro’s website www.enirogroup.com and Pareto Securities’ website www.paretosec.com.

Final loan documentation has been signed

As previously communicated, the Company and the Company’s lending banks have agreed upon new and improved terms of the bank loans to apply if the recapitalisation is completed. The final loan documentation was signed today and the amended loan agreement will enter into force if the cash issue is successfully completed and issue proceeds in excess of SEK 275 million are used to repay bank loans. The amended loan agreement will give the Company a fixed credit of approximately SEK 830 million and a revolving credit facility of SEK 100 million. The amended loan agreement will have a term until the end of 2020 and entails, i.a., a lower interest rate and lower scheduled amortisations. As from 2018, the Company shall amortise a minimum of SEK 5 million per quarter and, as from 2020, a minimum of SEK 20 million per quarter. If the Company makes extra amortisations in excess of the agreed fixed amortisations, the Company will receive debt reductions and interest rate discounts. In addition, the so-called key ratio covenants will be adjusted and adapted to the new business plan.

Advisors

Erneholm Haskel is the general financial advisor to Eniro regarding the recapitalisation plan, together with legal advisors Nord Advokater and Ramberg Advokater. Pareto Securities is the Sole Manager and Gernandt & Danielsson Advokatbyrå is the legal advisor to Eniro in relation to the cash issue. Roschier Advokatbyrå is the 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 70-561 16 15

This information is information that Eniro AB (publ) is obliged to make public pursuant to the Swedish Financial Instruments Trading Act. The information was submitted for publication, through the agency of the contact persons set out above, at 17.45 CET on 30 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 and 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.

About Us

Eniro is a search company that aggregates, filters and organizes local information. Our growth is driven by users’ increasing mobility and multiscreen behavior, where we are at the forefront with modern technical solutions. For more than 100 years Eniro has helped people find local information and companies find customers. Today it is a multiscreen solution – our users search for information using their smart phones, tablets and desktops. Mobile advertising is today the fastest growing part of Eniro’s business. Eniro is the local search engine. A smart shortcut to what you need, no matter where you are or where you are going. Eniro is one of the largest search companies in the Nordic region and Poland. The company has approximately 2,000 employees and has been listed on NASDAQ Stockholm since 2000. During 2014, Eniro revenues amounted to SEK 3,002m and EBITDA was SEK 631m. Approximately 88 percent of Eniro advertising revenues come from multiscreen channels. The company’s headquarters are located in Stockholm, Sweden. More on Eniro at www.enirogroup.com. Eniro – Discover local. Search local.

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