The Board of BE Group resolves on terms for the rights issue
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
- Shareholders in BE Group will have preferential right to subscribe for 5 new shares for every existing 2 shares, i.e. subscription ratio 5:2
- The subscription price is SEK 1.40 per share which represents a total rights issue proceeds of MSEK 259.7 before costs related to the transaction
- The subscription period will run from and including 21 May up to and including 4 June 2015
- The rights issue is subject to approval at the Annual General Meeting that will take place on 7 May 2015
Terms of the rights issue
On 7 April 2015, BE Group announced that the Board of Directors has resolved on a new share issue of approximately MSEK 250 before costs related to the transaction. 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 13 May 2015, shall entitle to 1 subscription right and 2 subscription rights entitle to subscription for 5 new shares. The subscription price has been set to SEK 1.40 per share. This corresponds to a discount of 33.2 percent compared to the theoretical ex-right price, based on the last close price for the BE Group share of SEK 3.83 as of 5 May 2015 on Nasdaq Stockholm. The subscription period will run from and including 21 May 2015 up to and including 4 June 2015 or such later date as resolved on by the Board of Directors.
Up to 185,474,367 new shares will be issued, which at full subscription represents a share capital increase of SEK 185,474,367. The total rights issue proceeds will be SEK 259,664,114 when the rights issue is fully subscribed, excluding costs related to the transaction. 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, which is fully guaranteed by means of subscription and guarantee undertakings, is subject to approval by the Annual General Meeting to be held on 7 May 2015 at 15:00 CET. The notice to Annual General Meeting was announced on 7 April 2015 and is available on BE Group’s website www.begroup.com.
Timetable for the rights issue
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 Stockholm exchange, is a trading and service company in steel, stainless steel and aluminium. BE Group provides efficient distribution and value-generating production services to customers primarily in the construction and engineering sectors. In 2014, the Group reported sales of SEK 4.2 billion. BE Group has about 750 employees, with Sweden and Finland as the 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.
Tags: