BULLETIN FROM EXTRAORDINARY SHAREHOLDERS MEETING OF RNB RETAIL AND BRANDS AB (PUBL)
Not for distribution, directly or indirectly, within or to USA, Australia, Canada Hong Kong, Japan, New Zealand, Singapore or South Africa or any other jurisdiction where distribution of this press release would be unlawful
RNB Retail and Brands AB (publ) (the “Company”), held an extraordinary shareholders meeting on Wednesday 27 March 2013, at the Company’s offices on Regeringsgatan 29 in Stockholm. The extraordinary shareholders meeting resolved on, inter alia, the following.
Reduction of share capital without cancellation of shares
The extraordinary shareholders meeting resolved on the reduction of the Company’s share capital by SEK 160,462,493.47, without cancellation of shares, for allocation to a fund to be used at the discretion of the shareholders meeting. The purpose of the reduction is to enable the issue of new shares, as resolved by the board of directors on 21 February 2013.
Amendments to the articles of association
The extraordinary shareholders meeting resolved on amendments to the articles of association, with regards to the limits of the share capital and the number of shares.
Approval of the board’s resolution to issue new shares
The extraordinary shareholders meeting resolved to approve the board’s resolution of 21 February 2013 to issue new shares with preferential rights for the Company’s existing shareholders. The resolution includes, inter alia, that those who, on the record date 3 April 2013, are registered as shareholders in the Company, have preferential subscription right to subscribe for 40 new shares for every share held. Up to 6,617,010,040 shares will be issued at a subscription price of SEK 0.07, which, at full subscription, represents total rights issue proceeds of approximately SEK 463 million excluding costs related to the transaction.
Consolidation of the Company’s shares
The extraordinary shareholders meeting resolved on the consolidation of the Company’s shares, meaning that 200 shares are consolidated into one share. The board is authorised to decide on the record date of the consolidation and shall, in conjunction therewith, publish more detailed procedural information regarding the consolidation of shares.
The complete proposals for resolutions as referenced above are available on the Company’s website www.rnb.se.
RNB RETAIL AND BRANDS AB (publ) discloses the information provided here pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 27 March 2013, at 19.00 p.m. CET.
For further information, please contact:
Magnus Håkansson, CEO, RNB RETAIL AND BRANDS,
+46 8 410 520 02, +46 768 87 20 02, e-mail: firstname.lastname@example.org
Stefan Danieli, CFO, RNB RETAIL AND BRANDS,
+46 8 410 522 25, +46 768 87 22 25, e-mail: email@example.com
In certain jurisdictions, the publication or distribution of this press release may be subject to legal restrictions. This press release may not be published or distributed in or into any jurisdiction where such action, wholly or partly, is subject to legal restrictions. The information contained in this press release may neither be forwarded, reproduced nor displayed in any manner in violation with such legal restrictions.
This press release does not contain or constitute an invitation or an offer to acquire, subscribe for or otherwise trade in subscription rights, BTAs (interim shares), shares or other securities issued by RNB Retail and Brands AB (publ). Any invitation to the persons concerned to subscribe for shares in RNB Retail and Brands AB (publ) will only be made through the prospectus RNB Retail and Brands AB (publ) expects to be able to publish in April 2013.
The rights issue is not intended for the public in or shareholders resident in the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or any other jurisdiction where such persons participation is subject to any prospectus, registration or any other requirement than those applicable pursuant to Swedish law, or would violate applicable law or regulation in such jurisdiction. The subscription rights, the BTAs (interim shares) or the new shares relating to the rights issue have not been and will not be registered in accordance with United States Securities Act of 1933 (as amended), any United States state securities laws, or any provincial act in Canada. The subscription rights, the BTAs (interim shares) or the new shares allocated and offered pursuant to the rights issue may not, directly or indirectly, be transferred, distributed or offered for sale in or into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa or any other jurisdiction where the offering of subscription rights, the BTAs (interim shares) or the new shares is wholly or partially subject to legal restrictions.
Carnegie is acting for RNB and no one else in connection with the rights offering and will not be responsible to anyone other than RNB for providing the protections afforded to its clients or for providing advice in relation to the rights offering and/or any other matter referred to in this announcement. Carnegie accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the rights offering, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Carnegie accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any such statement.
This press release contains forward-looking statements, which are statements related to future events. In this context, forward-looking statements often address RNB’s expected future business and financial performance, and often contain words such as "expect”, "anticipate”, "intend”, "plan”, "believe”, "seek”, or "will”.
Forward-looking statements by their nature address matters that are, to different degrees, uncertain and can be influenced by many factors, including the behaviour of financial markets, fluctuations in interest and exchange rates, commodity and equity prices and the value of financial assets; the impact of regulation and regulatory, investigative and legal actions; strategic actions; and numerous other matters of national, regional and global scale, including those of a political, economic, business and competitive nature. These factors may cause RNB’s actual future results to be materially different than those expressed in its forward-looking statements. RNB does not undertake to update its forward-looking statements.
RNB RETAIL AND BRANDS owns, operates and develops fashion, clothing, accessories, jewelry and cosmetics stores that focus on providing excellent service and a world-class shopping experience. Sales are mainly conducted in Scandinavia through the three store concepts Brothers & Sisters, JC and Polarn O. Pyret, as well as through shops in the department stores NK in Stockholm and Gothenburg. RNB RETAIL AND BRANDS has operation in 11 countries. RNB RETAIL AND BRANDS has been listed on the OMX Nordic Exchange since 2001.