Alpcot Agro has decided to undertake a directed new share issue
The Board of Directors of Alpcot Agro AB (publicly listed company) (the “Company”) has decided to undertake a directed new share issue, subject to the approval of the general meeting, of SEK 138.4 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 has been subscribed for primarily by Swedish and international institutional investors in an aggregate amount of SEK 138,400,003, corresponding to approximately USD 20.0 million.
The Issue is undertaken by reason of the acquisition (the Acquisition”) of Landkom International plc (“Landkom”) through a scheme of arrangement in accordance with section 157 in the Isle of Man Companies Act 2006 (the “Scheme”). The Acquisition means that the Company acquires all outstanding shares and warrants in Landkom against payment in the form of newly issued shares in the Company. The newly issued shares constitute 17 per cent of the equity of the Company prior to the Issue.
Payment for the newly issued shares will be made in cash (approx. SEK 117.6 million) and by set-off (approx. SEK 20.8 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 number of shares relating to the Issue amounts to 19,771,429. The subscription price, which was decided through book building amounts to SEK 7.0 and corresponds to a premium to the ten day volume-weighted average share price of 4.5 per cent. The shares relating to the Issue constitute 16.6 per cent of the equity prior to the Acquisition but including the Issue, and 14.2 per cent of the equity after the Acquisition and including the Issue.
Announced in a separate press release today, the Board of Directors has resolved to convene an extraordinary general meeting, which will be held on the 9thof January 2012, in order to obtain approval for the Acquisition and the Board of Directors’ resolution on the Issue.
The Issue is 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.
Distribution of confirmation to the subscribers of the new shares will be made on the date the Scheme becomes effective which is expected to take place on or about 26 January 2012 and payment of the new shares shall be made within three days thereafter.
The newly issued shares carry the right to profit sharing from the financial year 2012.
The reason for derogating from the shareholders’ pre-emptive right is to ensure that the Company can raise sufficient capital to satisfy the terms of the Acquisition. The proceeds from the Issue is intended to be used for working capital for the Ukrainian operations, investments in Ukraine and restructuring and transaction costs in relation to the Acquisition.
The Issue means that the number of shares in the Company will increase from 99,197,472 to 118,968,901. The Company’s equity will therefore increase by SEK 98,857,145, from SEK 495,987,360 to SEK 594,844,505.
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.
Fort additional information, please contact
Investor Relations +46 735 353 000
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 Nordic AB. 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 the Company (“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 the Company’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 the Company undertakes no obligation to publicly update or revise any such information, whether due to new information, new conditions or other circumstances. Though the Company 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.