ENIRO’S REFINANCING FULLY GUARANTEED
This press release must not be released, published or distributed, in whole or in part, directly or indirectly in the US, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country in which such publication or distribution would violate the applicable laws or regulations, or require that further documents be drawn up or registered, or require that any other actions be taken, in addition to the requirements under Swedish law. This press release is not a prospectus or an offer to subscribe for, acquire or transfer shares, bonds or any other securities. For further information, please refer to “Important information” in this press release.
Eniro AB (publ) (“Eniro”) announced on 20 July 2018 that the company and some shareholders had drawn up a financing solution essentially entailing that Eniro’s current bank loans will be replaced by a bond loan, and Eniro will simultaneously receive a liquidity injection.
The bonds will initially be subscribed for by Beata Intressenter AB (“Beata Intressenter”) and thereafter offered to the public in Sweden and some international investors, with priority for Eniro’s Class A ordinary shareholders pro rata to their existing holding in the share register on the record date of 7 September 2018.
The bonds will be offered at a substantial discount (the offer price being approximately 32.87 per cent of the bond loan’s nominal value). The discount is made possible by Beata Intressenter’s agreement with Eniro’s lending banks to purchase the bank loans at a discount. The agreement with the banks is conditional upon inter alia the bond offering being fully underwritten by 30 July 2018.
Eniro can now announce that the guarantee is fully underwritten.
As a result, the financing solution with the banks can now be completed. The acceptance period for Beata Intressenter’s offering is planned for 11-21 September 2018.
The Board of Eniro also proposes that an Extraordinary General Meeting renew the conversion offerings to holders of preference shares or convertible bonds, respectively, on the same terms as in 2017, enabling them to convert their instruments into Class A ordinary shares and thereby participate in the new financing solution by also being able to purchase bonds with priority from Beata Intressenter.
“With a fully underwritten bond offering, the refinancing of Eniro can now go ahead and the Group can fully focus on its new business model. In September, Eniro’s Class A ordinary shareholders will be offered the new bonds with priority,” says Joachim Berner, Eniro’s Chairman.
Preliminary timetable
14 August 2018 Eniro submits Q2 report
15 August 2018 Extraordinary General Meeting of Eniro
17 August 2018 Publication of prospectus related to the conversion offerings from Eniro to holders of preference shares or convertible bonds
20 August 2018 Record date for the conversion offerings
21-29 August 2018 The acceptance period for the conversion offerings to holders of preference shares or convertible bonds
3 September 2018 Publication of prospectus related to the bond offering
7 September 2018 Record date for the right to acquire bonds from Beata Intressenter
11-21 September 2018 Application period for the acquisition of bonds from Beata Intressenter
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For more information, please contact:
Joachim Berner, Chairman, tel. +46 (0)706-201 150, joachim.berner@gardaverken.se
Örjan Frid, President and CEO, Eniro, tel. +46 (0)70-561 1615, orjan.frid@eniro.com
This information was submitted for publication, through the agency of the contact person set out above, on 30 July 2018 at 2:30 p.m. CET.
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 head-quartered in Kista, Stockholm. Read more about Eniro at enirogroup.com, twitter.com/eniro, facebook.com/eniro.
Important information
This press release does not contain nor constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights, bonds or other securities in Eniro. The invitation to sell preference shares, subscribe for shares and purchase bonds in Eniro is only offered through the prospectuses that Eniro may publish on its website following approval and registration by the Swedish Financial Supervisory Authority and is only available to the persons to whom the prospectus is addressed. The prospectuses will contain, among other things, risk factors, financial statements as well as information regarding Eniro’s Board. This press release has not been approved by any regulatory authority and is not a prospectus. Investors should not subscribe for or buy any securities referred to in this press release except on the basis of the information contained in the prospectuses that may be published.
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 intended for residents of the US (the US refers to: The United States, its territories, 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, purchase or sale of subscription rights, paid subscribed shares or new shares or bonds or other securities is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or to the US, 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. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions or that would require additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with these instructions may result in a violation of the United States Securities Act of 1933 (the Securities Act), or applicable laws in other jurisdictions.
No subscription rights, paid subscribed shares or new shares, bonds or other securities have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or jurisdiction of the United States and no subscription rights, paid subscribed shares or new shares, bonds or other securities may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, to or within the United States or on 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 offers to the public in regard to subscription rights, paid subscribed shares or new shares, bonds or other securities are, or will be, conducted in the United States. There is no intention to register any securities referred to in this press release in the United States or to make a public offering of the securities in the United States.
The press release may contain some future-looking information that reflects Eniro’s current view of future events, as well as financial and operational trends. Words such as “refers to,” “will,” “considered,” “expected,” “may,” “is planning,” “estimates” and expressions other than historical facts that imply indications or predictions of future developments or trends constitute forward-looking statements. Forward-looking statements are inherently associated with both known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not provide any guarantee of future performance or trends, and the actual outcomes may differ materially from those implied by such forward-looking statements.
The information, views and forward-looking statements contained in this press release apply on this date only and may be changed without notice thereof.