The Board of BE Group resolves on terms for the new share issue

This press release may not be distributed, directly or indirectly, in the United States of America, Australia, Hong Kong, Canada or Singapore or any other country where such action is wholly or partially subject to legal restrictions.

Summary

• Shareholders in BE Group will have preferential right to subscribe for 1 new share for every existing 2 shares, i.e. subscription ratio 1:2
• The subscription price is SEK 6.50 which represents a total rights issue proceeds of MSEK 160.7 before transaction costs
• The subscription period will run from and including 21 February up to and including 7 March 2014
• The rights issue is fully guaranteed by means of subscription and guarantee undertakings
• The rights issue is subject to approval at the Extraordinary General Meeting that will take place on 11 February 2014

Terms of the rights issue etc.
On 20 January 2014, BE Group announced that the Board of Directors had resolved on a rights issue of approximately MSEK 160 before transaction costs. The Board of Directors has now resolved on the subscription price and the terms for the rights issue. Each share in BE Group that is held on the record date of the rights issue on 17 February 2014 shall entitle to 1 subscription right and 2 subscription rights entitles to subscription for 1 new share. The subscription price has been set to SEK 6.50 per share. This corresponds to a discount of 30 percent compared to the theoretical ex-right price, based on the last closing price for the BE Group share on 7 February 2014 on NASDAQ OMX Stockholm. The subscription period will run from and including 21 February up to and including 7 March 2014 or such later date as decided by the Board of Directors.

Up to 24,728,128* new shares will be issued, which at full subscription represents a share capital increase of SEK 50,465,567.35. The total rights issue proceeds will be SEK 160,732,832 if the rights issue is fully subscribed, before transaction costs. The rights issue proceeds will be used in order to strengthen BE Group’s financial position and to reduce the company’s net debt.

The rights issue is subject to approval by the Extraordinary General Meeting to be held on 11 February 2014 at 17:00 CET. The notice to Extraordinary General Meeting was announced on 20 January 2014 and is available on BE Group’s website www.begroup.com. 

Subscription and guarantee undertakings
The rights issue is fully guaranteed. The Company's largest shareholder, AB Traction, the Chairman of the Board Anders Ullberg, the Company’s Chief Executive Officer Kimmo Väkiparta and If Skadeförsäkring AB have through subscription undertakings undertaken to subscribe for shares in the rights issue corresponding to their respective pro rata share holding in BE Group, which in aggregate corresponds to 29.9 percent*. In addition, a number of guarantors, among them AB Traction, Anders Ullberg, Kimmo Väkiparta, Petter Stillström, Chief Executive Officer of AB Traction, and If Skadeförsäkring AB, have through guarantee undertakings undertaken to subscribe for the remaining rights issue. The guarantee commission amounts to 4 percent of each guarantor’s maximum commitment under the underwriting.

If the rights issue is not fully subscribed, AB Traction may as a result of its subscription undertaking and guarantee undertaking, increase its share of capital and votes in the company. The maximum share of capital and votes AB Traction may reach amounts to 31 percent. The Swedish Securities Council (Sw. Aktiemarknadsnämnden) has granted AB Traction an exemption from the mandatory bid requirement in the event that AB Traction’s share of votes in the Company, due to fulfilment of the subscription and guarantee undertaking, would trigger a mandatory bid. (AMN 2014:01). A condition for the Swedish Securities Council’s exemption from the mandatory bid in respect of the guarantee undertaking is that the shareholders at the Meeting approve the Board of Directors’ new share issue resolution with at least two thirds majority of both the votes cast and the shares represented at the Meeting, disregarding shares owned and represented by AB Traction.

Rights issue timetable
11 February - The Extraordinary General Meeting resolves on approval of the Board of Directors’ rights issue resolution
12 February - Last day of trading in the BE Group share including subscription rights
13 February - First day of trading in the BE Group share excluding subscription rights
17 February - 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
18 February - Estimated date for publication of the prospectus
21 February – 4 March - Trading in subscription rights
21 February – 7 March - Subscription period (subscription through payment)
On or about 13 March - Announcement of the preliminary outcome of the new share issue

* Exclusive of the company’s holding of own shares.

For further information, please contact:
Kimmo Väkiparta, President and CEO
tel.: +46 (0)705 972 342  e-mail: kimmo.vakiparta@begroup.com

Torbjörn Clementz, CFO and Executive Vice President
tel.: +46 (0)708 690 788  e-mail: torbjorn.clementz@begroup.com

The information in this press release is such that BE Group AB (publ) is required to disclose pursuant to the Swedish Securities Markets Act and/or the Swedish Financial Instruments Trading Act. The information was released for publication on 10 February 2014 at 11.00 a.m. CET.

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 2013, the Group reported sales of SEK 4.0 Bn. BE Group has approximately 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 18 February 2014.

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.

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