Danir plans to reduce its stake in ÅF
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and thereby persons in such jurisdictions into which this announcement is released, published or distributed, should inform themselves about, and observe such restrictions. This announcement is not an offer of securities for sale into the United States. The placing and sale of the securities referred to in this announcement has not been, nor will it be, registered under the United States Securities Act of 1933 and the securities may not be offered or sold in the United States absent such registration or an application exemption from registration. There will be no public offering of the securities in the United States in connection with this transaction. This announcement is for information purposes only and is not an offer to sell, or the solicitation of an offer to buy, any securities.
Danir’s shares in ÅF – Danir’s intention
Danir AB (“Danir”) owns 5,985,915 B shares in ÅF AB (publ) (“ÅF”), corresponding to 15.2% of the share capital and 11.1% of the votes in ÅF. Skandinaviska Enskilda Banken AB (publ) (“SEB”) has been requested to evaluate the possibility to carry out a placing of 5,225,000 B shares in ÅF via an accelerated bookbuilt transaction (the “Placing”). The Placing may be increased by an over-allotment option of up to 760,915 B shares.
During Q4 2012 Danir sold its wholly owned subsidiary Epsilon AB (“Epsilon”) to ÅF. Part of the proceeds was the shares in ÅF. Today, a half year later, the integration of Epsilon into ÅF is proceeding well.
Danir has been the main shareholder of Sigma AB (publ) (“Sigma”) for many years and on 20 February 2013 announced an unconditional cash offer for Sigma following Danir’s acquisition of shares in the company from Nordea Fonder and Danske Capital. The offer was well received by Sigma’s shareholders and the company’s board recommended shareholders to accept the offer. On 22 April 2013, Danir announced that shares owned by Danir and acceptances under the offer amounted to over 95% of the share capital and votes in Sigma, and that Danir would consequently proceed to acquire the remaining shares and that Sigma’s B shares would be delisted from NASDAQ OMX Stockholm. In March 2013, Danir announced that due to its unconditional bid for Sigma its focus going forward would be on Sigma and consequently Danir’s representatives on the board of ÅF would not stand for re-election at ÅF’s annual shareholders meeting held on 26 April 2013. Danir also stated that its ownership in ÅF was now viewed as a financial holding and not a long-term strategic holding.
Danir believes that ÅF is a strong company with good potential. However, Danir is only a minority owner of ÅF while it effectively owns all of Sigma. It is therefore a natural step for Danir to sell shares in ÅF and invest in Sigma where Danir has its focus.
The Placing is expected to comprise an accelerated private placement to international and Swedish investors in compliance with Regulation S of the US Securities Act of 1933, and to US QIBs on a 144A basis. The price per share and the final number of shares sold will be determined on completion of bookbuilding.
After completion of the Placing, assuming no exercise of the over-allotment option, Danir will own 760,915 B shares in ÅF representing 1.9% of the capital and 1.4% of the votes. Danir has agreed with SEB not to dispose of any further shares for 3 months following the completion of the Placing.
For further information, please contact:
|Dan Olofsson||+46 70-3792254|
|Anders Johnsson, CEO, Danir||+46 70-3791374|
This press release was submitted for publication on 2 May 2013 at 18.20 CET
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and thereby persons in such jurisdictions into which this announcement is released, published or distributed, should inform themselves about, and observe such restrictions.
This announcement does not constitute an offer for sale or the solicitation of an offer to purchase securities in the United States or in any other jurisdiction. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, (the “Securities Act”) and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an available exemption from, or a transaction not subject to, the registration requirements of the Securities Act.
This document is only addressed to and directed at persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“Qualified Investors”). In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, Qualified Investors who are 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 “Order”) or who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this document relates is available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.
In connection with the Placing, SEB may over-allot shares or effect transactions with a view to supporting the market price of the shares at a level higher than that which might otherwise prevail. However, there is no assurance that SEB will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final price of the shares is made and, if begun, may be ended at any time, but will end no later than 30 days after the date of such public disclosure of the final price.