BE Group announces rights issue of approximately SEK 250 million

Not for distribution, directly or indirectly, in or to the Unites States, Australia, Hong Kong, Canada or Singapore or any other jurisdiction where such distribution of this press release would be subject to legal restrictions.

Summary

• As earlier communicated, the Board of Directors of BE Group has resolved on a rights issue of approximately SEK 250 million, with preferential rights for the existing shareholders in BE Group. The rights issue is subject to approval by the Annual General Meeting, which will be held on 7 May 2015
• Full terms of the rights issue are expected to be announced at the latest on 6 May 2015
• The company’s intention is that the rights issue is to be fully secured
• The trading in subscription rights is expected to take place as from 21 May 2015 up to and including 2 June 2015
• The subscription period will run from and including 21 May 2015 up to and including 4 June 2015
• The rights issue proceeds will be used in order to strengthen BE Groups financial position and to reduce the company’s debt by loan amortization

Background and reasons
BE Group is a trading and service company with a wide range within steel, stainless steel and aluminum. The company offers direct deliveries, stock sales and production services to customers primarily in the construction and engineering industry in mainly Sweden and Finland.

As the industry, and BE Group, has developed weaker than expected in 2014 a strengthened financial position is required. The Board therefore proposes to the Annual General Meeting a rights issue of approximately SEK 250 million. The proceeds will be used to strengthen the company's financial position and reduce debt.

The rights issue will provide the company with financial flexibility to manage growth as well as a possible continued weak trend in the market.

The rights issue
The Board of Directors has on 7 April 2015 resolved, subject to the Annual General Meeting’s approval, on a new share issue of approximately SEK 250 million, with preferential rights for the Company’s shareholders, in proportion to current share-holdings as of the record date. If all shares are not subscribed for on the basis of subscription rights, the Board of Directors will decide on allotment of shares subscribed for without subscription rights, and such shares shall be allocated to subscribers that have used subscription rights in the issue, irrespectively if they were shareholders at the record date or not, and, should the issue be oversubscribed, in relation to the number of shares that such persons have subscribed for in the issue. Allocation shall secondly be made to other subscribers who have subscribe without subscription rights and, should the issue be oversubscribed, in relation to the number of shares that such persons have given notice to subscribe for. Any remaining shares shall be allocated to those who guaranteed the rights issue, pro rata in proportion to their respective undertaking. If the above mentioned allotment cannot be made pro rata, allotment shall be made through drawing of lots.

The Board of Directors will no later than 6 May 2015 announce the number of subscription rights received per share and the number of subscription rights required for subscription of one new share, the number of shares to be issued and the subscription price to be paid for each new share.

The record date for participation in the rights issue is on 13 May 2015 and the subscription period runs from and including 21 May 2015 up to and including 4 June 2015, with the right for the Board of Directors to extend the subscription period. The trading in subscription rights is expected to take place as from 21 May 2015 up to and including 2 June 2015.

The rights issue is subject to approval by the Annual General Meeting, which will be held on 7 May 2015. For further information, see notice in separate press release.

Subscription and guarantee undertakings
The company’s intention is that the rights issue is to be fully secured.

Preliminary timetable for the rights issue
Latest 6 May - The subscription price and offer ratio are announced in a press release
7 May - The Annual General Meeting resolves on approval of the Board of Directors’ rights issue resolution
11 May - Last day of trading in BE Group’s share including subscription rights
12 May - BE Group’s share is traded excluding subscription rights
13 May - Record date for allotment of subscription rights, i.e. shareholders who are registered in the Company’s share register as of this day will receive subscription rights for participation in the new share issue
13 May - Estimated date for publication of the prospectus
21 May – 2 June - Trading in subscription rights
21 May – 4 June - Subscription period (subscription through payment)
Around 9 June - Announcement of the preliminary outcome

Financial and legal advisors
Erik Penser Bankaktiebolag is acting as financial advisor and Mannheimer Swartling Advokatbyrå AB is acting as legal advisor to BE Group.

For further information, please contact:
Lars Engström, Acting President and CEO
tel.: +46 (0)734-11 79 01 e-mail: lars.engstrom@begroup.com

Andreas Karlsson, CFO
tel.: +46 (0)709-48 22 33 e-mail: andreas.karlsson@begroup.com

BE Group, listed on the NASDAQ OMX Stockholm exchange, is a trading and service company in steel and other metals. BE Group provides various forms of service for steel, stainless steel and aluminium applications to customers primarily in the construction and engineering sectors. In 2014, the Group reported sales of SEK 4.2 billion. BE Group has about 800 employees, with Sweden and Finland as its largest markets. The head office is located in Malmö, Sweden. Read more about BE Group at www.begroup.com

Important information
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in BE Group. Any invitation to the persons concerned to subscribe for shares in BE Group will only be made through the prospectus that BE Group estimates to publish on or around 13 May 2015.

This press release may not be released, published or distributed, directly or indirectly in or into the United States, Australia, Hong Kong, Canada or Singapore or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, 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 would require such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws.

No subscription rights, BTAs (interim shares) or new shares have or will be registered under the United States Securities Act of 1933 (“Securities Act”) or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, sold or transferred, directly or indirectly within the United States, other than pursuant to an exemption from the registration requirements of the Securities Act and in accordance with securities laws in relevant state or other jurisdiction in the United States.

This press release may contain forward-looking statements which reflect Be Group's current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the real outcome could differ materially from the forward-looking statements.

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