Alpcot Agro AB intends to undertake a directed new share issue
Alpcot Agro AB (publ) (the “Company”) intends to undertake a directed new share issue aimed at Swedish and international investors of a minimum of USD 20 million (about SEK 138.5 million) (the “Issue”).
This press release is not intended for, and may not be distributed to or be published in, directly or indirectly, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or the USA, or any other jurisdiction where it would require any form of registration or would constitute a breach of law.
The Issue is undertaken by in connection with the acquisition (the “Acquisition”) of Landkom International plc (“Landkom”) through a scheme of arrangement in accordance with section 157 in Isle of Man Companies Act 2006 (the “Scheme”). If completed, the Acquisition, described in more detail in a separate press release published today, will result in the Company acquiring the entire issued and to be issued share capital of Landkom in consideration of newly issued shares in the Company. The newly issued shares will constitute 17 per cent of the equity in the Company prior to the Issue.
The price for the new shares relating to the Issue is intended to be determined through book building which will begin around 17.31 on 20 December 2011. The Board of the Company intends to pass a resolution approving the Issue (subject to the approval of the general meeting) and allocation of new shares before the commencement of trading on First North on 21 December 2011.
Payment for the newly issued shares will be made in cash (approx. USD 17 million) and by set-off (approx. USD 3 million). The set-off is a part of the Acquisition and includes a purchase by the Company of claims against a subsidiary of Landkom with payment against a promissory note. This promissory note will be used for subscription of shares in the Issue with payment by set-off. The full details of arrangements relating to the transactions are set out in the Announcement letter which can be downloaded from www.alpcotagro.com.
The Issue shall be conditional upon: (i) the passing of the resolutions to duly approve: (a) the Issue and (b) the Acquisition by the Company’s shareholders at the extraordinary general meeting contemplated to be held on or about 9 January 2012; (ii) the Company receiving binding subscriptions of shares in respect of an aggregate subscription amount of not less than USD 20 million; (iii) the Scheme becoming effective under the Isle of Man Companies Act 2006 (as amended); and (iv) all conditions to the Scheme being fulfilled or waived save for the condition that the conditions to such new issue of shares are satisfied.
The proceeds from the Issue are intended to be used to repay certain indebtedness, and to fund the working capital for the Ukrainian operations, investments in Ukraine and restructuring and transaction costs in relation to the Acquisition.
Pareto Öhman (E. Öhman J:or Fondkommission AB) is the financial adviser to the Company in connection with the Issue. Gernandt & Danielsson Advokatbyrå KB is the legal adviser to Pareto Öhman in connection with the Issue, and Kilpatrick Townsend Advokat KB is the legal adviser to the Company. The Company’s Certified Adviser is Remium Nordic AB.
For additional information, contact
Alpcot Agro AB, tel: +735 353 000
About Alpcot Agro AB (publ)
Alpcot Agro is a Swedish limited liability company incorporated in 2006. The Company's business idea is to generate an attractive return on invested capital by optimally utilizing the Company's agricultural land bank through crop production, dairy farming and other similar operations in Russia and the other CIS states. The shares in Alpcot Agro are listed on First North under the ticker ALPA and the Company's Certified Adviser is Remium. Additional information is available on www.alpcotagro.com
IMPORTANT INFORMATION
The information above is not intended for, and may not be distributed to or be published in, directly or indirectly, Australia, Canada, Hong Kong, Japan, New Zeeland, South Africa or the USA, or any other jurisdiction where this would require registrations measures or would constitute a breach of law. The information above does not contain or constitute an invitation or an offer to acquire, subscribe for, sell or otherwise trade in shares or other securities in Alpcot Agro AB (“the securities”). Nor does it constitute a prospectus under the terms in Directive 2003/71/EC. No securities are or will be registered in accordance with the U.S. Securities Act of 1933 (“Securities Act”) or any provincial act in Canada. Nor are or will any securities be registered under any legislation in Australia, Hong Kong, Japan, New Zeeland or South Africa. The securities may therefore not, directly or indirectly, be sold, resold, offered for sale, delivered or spread within or to any of these jurisdictions, or to any person located there at that point of time or resident there, or on account of such person, and further not to or within any other jurisdiction where such measure would violate the laws of the jurisdiction or require registrations measures, other than in accordance with an applicable exemption. A failure to comply with this instruction may result in a violation of the Securities Act or laws applicable in other jurisdictions.
This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion Order 2005) (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Pareto Öhman is acting for the Company and no one else in connection with the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Issue and/or any other matter referred to in this announcement. Pareto Öhman 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 Issue 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. Pareto Öhman 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 may contain forward-looking statements that reflect Alpcot Agro AB’s current views with respect to future events and financial and operational performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historic or current facts or by the use of terminology, including, but not limited to, terms such as “may”, “will”, “expects”, “believes”, “anticipates”, “plans”, “intends”, “wants”, “estimates”, “projects”, “targets”, “forecasts”,” seeks”, “aims”, “could”, “should” or, in each case, the negative of such terms, and other variations on such terms or comparable terminology. These statements are solely based on the circumstances as at the date on which they are made and Alpcot Agro AB undertakes no obligation to publicly update or revise any such information, whether due to new information, new conditions or other circumstances. Though Alpcot Agro AB considers the statements fair, no undertakings or warranties are provided that they will be realized or shown to be correct. Thus, such statements must not be unduly relied on.