The terms regarding the rights issue in BillerudKorsnäs are set
This press release may not be announced, published or distributed, in whole or in part, directly or indirectly, in the United States, Canada, Japan, Hong Kong or Australia or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any other actions to be taken, in addition to the requirements under Swedish law. This press release is not a prospectus but an announcement of the principal terms of the rights issue in BillerudKorsnäs For further information, please refer to “Important notice” in this press release. This press release has been published in Swedish and English. In the event of any discrepancy in content between Swedish original text and the English translation, the Swedish original shall prevail.
The Board of Directors of BillerudKorsnäs (“the Company”) has today resolved, with due authorisation, to implement a rights issue and has determined the terms thereof. The rights issue, if fully subscribed for, will provide the Company with approximately SEK 1 996 million before issue costs. The aim is to use the proceeds of the rights issue to repay part of the outstanding debt in BillerudKorsnäs.
The new Board of Directors of BillerudKorsnäs has today resolved, with the authorisation of the extraordinary general meeting on 14 September 2012, to execute a rights issue of no more than
68 833 629 shares with preferential rights for shareholders to subscribe for new shares in BillerudKorsnäs.
The summarised terms in the rights issue are as follows:
- Preferential right: Those who on the record date for the right issue are registered as shareholders shall have a preferential right to receive subscription rights for the new shares. For each share in BillerudKorsnäs, shareholders will receive one (1) subscription right. Two (2) subscription rights provide an entitlement to subscribe for one (1) new share.
- Subscription price: SEK 29 per share. No commission will be charged.
- Subscription period: From and including 7 December 2012 up to and including 21 December 2012.
- Record date: 6 December 2012. The final day for trading including the right to participate in the rights issue is 3 December 2012 and the first day of trading excluding right to participate in the rights issue will be 4 December 2012.
- Trading in subscription rights will be conducted at NASDAQ OMX Stockholm during the period from and including 7 December 2012 up to and including 18 December 2012.
Rights issue time table
|30 November 2012||Estimated day for publication of prospectus.|
|4 December 2012||First day of trading excluding right to participate in the rights issue.|
|6 December 2012||Record date, meaning that those who on this day are registered as shareholders will receive subscription rights entitling to subscribe for shares in the rights issue. Distribution of prospectus and pre-printed issue statement to directly registered shareholders will be initiated.|
|7–18 December 2012||Trading in subscription rights.|
|7–21 December 2012||Subscription period.|
|4 January 2013||Press release of preliminary outcome of the rights issue.|
The two major shareholders in BillerudKorsnäs, Kinnevik with an ownership share of 25.1% and Frapag with an ownership share of 15.7%, have undertaken to subscribe for shares in the rights issue. Kinnevik has undertaken to subscribe for shares in the rights issue to an amount of SEK 500 million, and Frapag has committed to subscribe for shares in the rights issue equivalent to its pro rata share. The subscription undertakings correspond to approximately 41% of the new shares in the rights issue. No compensation will be paid out as a consequence of the subscription undertakings.
SEB Enskilda and Handelsbanken Capital Markets are financial advisors and Cederquist is legal advisor to BillerudKorsnäs in the rights issue.
For further information please contact:
Per Lindberg, President and CEO, +46 (0)8 553 335 00
Susanne Lithander, CFO, +46 (0)8 553 335 00
Sophie Arnius, IRO, +46 (0)8 553 335 24, +46 (0)70 590 80 72
The information is such that Billerud AB (publ) is obligated to publish under the Swedish Securities Market Act. Submitted for publication at 15.05 CET, 29 November 2012.
BillerudKorsnäs in brief
BillerudKorsnäs offers primary fibre-based packaging materials and smart solutions for the packaging needs of today and tomorrow. The overall goal is to generate profitable growth. BillerudKorsnäs has the customers in focus using high quality materials, knowledge of the whole processing chain and a global network enabling accessibility. BillerudKorsnäs has a leading position within several segments, in primary fibre-based materials for consumer packaging as well as for industrial appliances. The purpose of the company is to create value that strengthen customer brands and competitiveness, thus ensure the company’s position as the natural partner in smarter packaging. Approximately 75% of sales in BillerudKorsnäs are consumer related, Food & Beverages is the largest segment. Europe is currently the most important market to BillerudKorsnäs. The company’s annual turnover is approximately SEK 20 billion.
Three business areas
The Packaging Paper business area offers customers technically advanced primary fibre-based kraft and sack paper, as well as smart solutions in function, design and material choice. All grades are strong and have excellent printability and runability which contributes to increased conversion process productivity for the customers.
The Consumer Board business area develops and sells high-quality board made from primary fibre to several segments, including beverages and consumer goods, which demand efficient, attractive and functional packaging. The business area also offers delivery service and application expertise solutions to customers.
The Containerboard business area offers containerboard made from primary fibre that meets stringent demands on strength, hygiene and printing. The strong material contributes with lighter packaging resulting in lower emissions during transports. Advice on packaging optimisation helps brand owners identify the right packaging for items and logistics chains.
Approximately 4 400 employees
On 30 September, 2012 Billerud had 2 490 employees and Korsnäs 1 883 employees. Consequently BillerudKorsnäs has approximately 4 400 employees in total.
Eight production units
Paper and board production takes place at eight production units – Gävle, Gruvön, Frövi/Rockhammar, Skärblacka and Karlsborg in Sweden, Pietarsaari and Tervasaari in Finland and Beetham in the UK.
The total production capacity is approximately 2 900 ktonnes annually.
For further information visit: www.billerudkorsnas.com
In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions. This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in BillerudKorsnäs AB (publ). Invitation to the persons concerned to subscribe for shares in BillerudKorsnäs will only be made through the prospectus that BillerudKorsnäs intends to publish at BillerudKorsnäs' website, following the approval and registration by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen), on 30 November 2012. The prospectus will contain, among other things, financial statements as well as information regarding BillerudKorsnäs' board of directors and auditors. This press release has not been approved by any regulatory authority and is not a prospectus, accordingly investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus to be published by BillerudKorsnäs.
This press release is not directed at persons located in the United States (including its territories and possession, any state of the United States and the District of Columbia) (the ("United States"), Canada, Australia, Hong Kong, Japan or in any other country where the offer or sale of the subscription rights, interim shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, Japan or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, 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 additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended (the "Securities Act") or laws applicable in other jurisdictions.
In addition, if and to the extent that this press release is communicated in any European Economic Area member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures, including Directive 2010/73/EC, in any member state, the "Prospectus Directive"), this press release is only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of the Prospectus Directive and must not be acted on or relied on by other persons in that member state. This press release does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.
In the United Kingdom, this press release is being distributed only to, and is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.
No subscription rights, interim shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of the subscription rights, interim shares or new shares will be made in the United States.