Consent received from the bondholders in the written procedure
This press release may not be announced, published or distributed, in whole or in part, directly or indirectly, in the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be prepared 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 or an offer to subscribe, acquire or transfer shares, bonds or other securities. For further information, please refer to "Important information" in this press release.
Eniro AB (publ) (the “Company”) today announces that the Written procedure initiated on 7 February 2020 of its senior outstanding bond loan 2018/2021 (ISIN: SE0011452440) with an aggregate nominal amount of approximately SEK 989 million (the “Bonds”), has been concluded.
The Written procedure was initiated in order to receive bondholders’ approval of an exchange of the Bonds for new preference shares of series A and the authorisation of the agent to take measures on behalf of the bondholders in connection with the exchange. The notice to the Written Procedure and detailed information regarding the voting procedure and the requests to the bondholders, are available at the Company’s webpage (www.enirogroup.com).
A requisite majority of the voting bondholders voted in favour of the proposal. The bondholders’ consent to the exchange of the Bonds for new preference shares of series A, including the Bondholders’ consent to the authorisation of the agent to take measures on behalf of the bondholders in connection with the exchange, became effective as from the expiry of the voting period.
This means that the condition for completion of the recapitalisation as regards consent from the bondholders has been fulfilled. The recapitalisation plan is described in further detail in the Company’s press release on 29 January 2020. Furthermore, implementation of the recapitalisation plan presupposes that the following conditions are met:
- Resolution by holders of convertibles representing at 90% of the convertible debt to carry out an exchange for preference shares of series A.
- Resolution at the Extraordinary General Meeting to amend the Articles of Association and to authorise the Board of Directors to issue preference shares of series A.
Resolution from the Extraordinary General Meeting is expected to be announced later during the day and announcement of whether required acceptance from the holders of convertibles has been obtained is expected to be announced around 17 March 2020. The current timetable for the recapitalisation is available in the Company’s press release on 10 February 2020.
For more information, please contact:
Arne Myhrman, Chairman of the board of directors, tel +46 73 383 64 67
Magdalena Bonde, Group President and CEO, tel +46 8 553 310 00, magdalena.bonde@eniro.com
Anne Langbraaten, Group CFO, tel +46 8 553 310 00, anne.langbraaten@eniro.com
This information is information that Eniro AB is obliged to make public pursuant to the EU market abuse regulation. The information was submitted, through the contact persons above, for publication on 2 March 2020 at 14.45 CET.
Eniro is a Nordic company that helps small and medium-sized companies with digital marketing. Eniro also has a search service that aggregates, filters and presents information to help individuals find and come into contact with each other and with companies. The Eniro Group has about 1,000 employees and operates in Sweden, Norway, Denmark and Finland through the local domains eniro.se, gulesider.no, krak.dk and degulesider.dk. Each week, Eniro Group's digital services have about 4,8 million unique visitors. Eniro is listed on Nasdaq Stockholm [ENRO] and its head office is located in Stockholm.
This translation is for convenience only.
Important information
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, bonds or other securities in Eniro. Invitation to subscribe for preference shares in Eniro will only be made through the prospectus that Eniro may publish on its website, following the approval and registration thereof by the Swedish Financial Supervisory Authority and only to the persons to whom the prospectus is addressed. The prospectus contains, among other things, risk factors, financial statements as well as information regarding Eniro's board of directors. 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 prospectuses which may be published.
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 is not directed to persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other country where the offer or sale of the subscription rights, paid subscribed shares, new shares, bonds or other securities is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa 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. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene 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.
No subscription rights, paid subscribed shares or new shares, bonds or other securities 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 no subscription rights, paid subscribed shares or new shares, bonds or other securities may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on the 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 subscription rights, paid subscribed shares or new shares, bonds or other securities is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.
This press release contains forward-looking statements which reflect Eniro's current view on future events and financial and operational development. Words such as "intend", "will", "expect", "anticipate", "may", "plan", "estimate" and other expressions than historical facts that imply indications or predictions of future development or trends, constitute forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
The information, opinions and forward-looking statements in this press release speak only as of its date and are subject to change without notice.