Eniro’s recapitalization falls; the offer to the convertible holders has not been accepted. Eniro prepares a balance sheet for liquidation purposes, aborts the WP & postpones the AGM & annual report.

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Convertible holders representing only 46 per cent. of the convertible debt have accepted Eniro's offer. Eniro’s board of directors can thus conclude that the recapitalization plan has been rejected. This means that the previous agreement with PRI falls since it was conditional on the implementation of the recapitalization and that the ongoing procedure for obtaining the bondholders’ consent ("written procedure" or “WP”) is terminated. Since the recapitalization has been rejected, the board of directors has today resolved to have a balance sheet for liquidation purposes prepared. The first general meeting for liquidation purposes is intended to be held at the annual general meeting, which is rescheduled to Tuesday 16 June 2020 and the date of publication of the annual report is postponed.

The outcome of the cash offer to the convertible holders

Eniro AB (publ) (the "Company") announces today that the offer to the holders of the Company's outstanding convertibles 2015/2020 (ISIN: SE0006789830) with a total nominal amount of approximately SEK 29 million (the "Convertibles"), has been concluded. The convertible holders was offered redemption of the Convertibles for a cash amount corresponding to 30 per cent. of the nominal amount, conditional upon that convertible holders, representing at least 90 per cent. of the convertible debt, accepted the cash redemption. Convertible holders representing approximately 46 per cent. of the convertible debt accepted the offer, which does not meet the requirement for a 90 per cent. level of acceptance. The cash redemption offer has thus been rejected and will not be implemented.

The recapitalization is rejected

As a consequence of the outcome of the convertible offer, the conditions for the recapitalization has not been met and the recapitalization is thereby rejected. This entails that the ongoing procedure for obtaining the bondholders’ consent (“written procedure”) from holders of the Company’s outstanding bonds 2018/2021 (ISIN: SE0011452440) up to a total nominal amount of approximately SEK 989 million is terminated. The written procedure was initiated on 17 March 2020 and were conditional on a sufficient degree of acceptance of the convertibles’ nominal amount is met.

The agreement with PRI falls

As a consequence of the rejection of the recapitalization, the agreement with the insurance company PRI Pensionsgaranti, ömsesidigt (”PRI”) on 27 February 2020, confirmed by PRI on 20 March 2020 after the new offer to the convertible holders also falls, since this agreement was conditional on the implementation of the recapitalization.

Special balance sheet for liquidation purposes, the first general meeting for liquidation purposes and postponed date for the annual general meeting

Since the recapitalization has been rejected, the board of directors has today resolved to have a special balance sheet for liquidation purposes prepared. The first general meeting for liquidation purposes will be held at the annual general meeting, which is rescheduled to Tuesday 16 June 2020. In accordance with what has previously been communicated, the Board of Directors has instructed the management team of the Company to prepare an application for a company reorganisation.  

Annual report

The date of publication of the 2019 annual report is postponed until week 20.

 

For more information, please contact:

Arne Myhrman, Chairman of the board of directors, tel 073-383 64 67

Magdalena Bonde, Group President and CEO, tel 08-553 310 00, magdalena.bonde@eniro.com

Anne Langbraaten, Group CFO, tel 08-553 310 00, anne.langbraaten@eniro.com

This information is information that Eniro AB (publ) is obliged to make public pursuant to EU market abuse regulation. The information was submitted for publication, through the contact persons above, on 27 March 2020 at 19.15 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 company 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 or other securities in Eniro. The invitation to subscribe for securities in Eniro will only be made through any prospectuses 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 such prospectuses are addressed. Such prospectuses contain, 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 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 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 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 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 forwardlooking statements.

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date and are subject to change without notice.

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