Welcome to the Extraordinary General Meeting of the shareholders of Rejlers AB (publ) on 13 March 2017
As announced earlier today, the Board of Directors of Rejlers AB (publ) decided on 8 February 2017 to issue new shares worth approximately SEK 200 Million with preferential rights for existing shareholders, subject to approval by an Extraordinary General Meeting. As a result of this decision the Board of Directors of Rejlers AB (publ) also decided to call an Extraordinary General Meeting on Monday, 13 March 2017, at 4 p.m. CET at Lindhagen konferenscenter, Lindhagensgatan 126 in Stockholm. Registration for the meeting begins at 3:30 p.m. CET.
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SWITZERLAND, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES BESIDES THOSE REQUIRED BY SWEDISH LAW. ADDITIONAL RESTRICTIONS APPLY, PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Right to participate
Shareholders who wish to attend the meeting must be registered in the share register maintained by Euroclear Sweden AB on the record date of Tuesday, 7 March 2017, and notify the Company of their attendance and any assistant not later than on Tuesday, 7 March 2017; either in writing via a letter to the Company: Extra bolagsstämma, Rejlers AB (publ), Box 30233, 104 25 Stockholm, or alternatively by e-mail to email@example.com , or by phone +46(0)73-440 41 63. The notification should include name, personal/corporate identity number, address, telephone number, number of shares, class of shares and number of representatives.
1. Opening of the meeting.
2. Election of chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the Board of Directors’ proposed agenda.
5. Election of one or two persons to attest the minutes.
6. Determination of whether the meeting has been duly convened.
7. Presentation by the Managing Director.
8. Resolution on approval of the Board of Directors’ resolution on a new issue of shares with preferential rights for the shareholders.
9. Closing of the meeting.
Preferential rights issue
Rejlers´ Board of Directors decided on 8 February 2017, subject to approval at the Extraordinary General Meeting on 13 March 2017, to conduct a preferential rights issue of Class A and Class B shares. Those who are registered as shareholders on the record date of 15 March 2017 have preferential rights to subscribe for new shares of the same class in proportion to their existing shareholdings. Shares can be subscribed for without subscription rights. If all shares are not subscribed for with subscription rights, the Board shall, up to the maximum amount of the rights issue, make a decision as to the allocation of shares subscribed for without subscription rights, whereby such shares shall primarily be allocated to those who subscribed for shares with subscription rights and who have indicated that they wish to subscribe for additional shares, whether or not they were shareholders on the record date. In the case of over-subscription, allotment shall be made in proportion to the number of shares that such persons have subscribed for in the preferential rights issue with subscription rights. Secondarily, shares shall be allotted to others who have declared interest for subscription, without the support of subscription rights, and, in the case of over-subscription, allotment shall be made in proportion to the number of shares that each one has declared interest and, to the extent that shares cannot be allotted as stated above, they will be allotted by drawing lots.
Full terms and conditions of the preferential rights issue, including the increase in share capital, number of shares issued and issue price, is expected to be published on 7 March 2017.
The subscription period is expected to be from 17 March 2017 through 31 March 2017, or such later date as decided by the Board of Directors.
The Board of Directors’ decision regarding the preferential rights issue is subject to approval at the Extraordinary General Meeting.
The notice in its entirety can be read in the attached PDF document. The notice will also be posted on the Company’s website http://www.rejlers.com/Investors/The-share/preferential-rights-issue and announced in Post- och Inrikes Tidningar on 13 February 2017. An announcement that the notice has been issued will be published in the Swedish newspaper Dagens Nyheter on 13 February 2017.
Carnegie Investment Bank AB is acting as financial advisor to Rejlers and Advokatfirman Delphi is acting as legal advisor to Rejlers in connection with the rights issue. Baker McKenzie is acting as legal advisor to Carnegie Investment Bank AB.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Rejlers. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for shares in Rejlers will only be made through the prospectus that Rejlers estimates to publish on or around 15 March 2017.
The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and provinces, every state in the United States and the District of Columbia), Canada, Australia, Japan, Hong Kong, Switzerland, New Zealand, Singapore, South Africa or any other jurisdiction in which such action is subject to legal restrictions or would require other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws.
No shares or other securities in Rejlers have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and no shares or other securities may be offered, sold or otherwise transferred, directly or indirectly, in or into the United States, except under an available exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.
For further information:
Peter Rejler; President and CEO, email: firstname.lastname@example.org
Mats Åström; CFO, +46 720 50 22 40, email: email@example.com
Rejlers is one of the largest engineering consultancy firms in the Nordic region. Our 2,000 experts work with projects in the areas of Building and property, Energy, Industry and Infrastructure. At Rejlers, you will meet specialist engineers with the knowledge, cutting edge expertise and energy to achieve results. We are still experiencing rapid growth and can now be found in 80 locations in Sweden, Finland and Norway. Rejlers recorded revenue of SEK 2,3 billion in 2016 and its class B share is listed on NASDAQ Stockholm.
This information is information that Rejlers AB is obliged to make public pursuant to Nasdaq Stockholm’s Rule book for issuers. The information was submitted for publication, through the agency of the contact person set out below, at 08:15 CET on 9 February 2017.