Resolutions at Extraordinary General Meeting in Eniro AB 2018

Eniro AB (publ) (“Eniro” or “the Company”) today held its Extraordinary Annual Meeting (“EGM”). The EGM resolved, in accordance with the Board of Director’s resolution on repurchase of own preference shares through acquisition offer to all remaining preference shareholders, directed new share issue of ordinary shares of Class A to preference shareholders and to holders of convertible instruments.

In view of the fact that ordinary shareholders of Eniro will be offered to acquire bonds within the framework of a new financing solution for the Company the EGM resolved on a renewed exchange offer to all remaining preference shareholders and holders of convertibles to exchange their instruments for ordinary shares of Class A and thus participate in the new financing solution by acquiring bonds with priority. The exchange offers will have the same exchange terms as those applicable for 2017 exchange offers.

The EGM resolved on following resolutions:

a)      Repurchase of own shares through acquisition offer

As part of the exchange offer, the AGM resolved to repurchase a maximum of 258,777 preference shares (all remaining preference shares) through an acquisition offer directed to all remaining preference shareholders.The repurchase price is SEK 52.13 per preference share and is conditional upon that the preference shareholders at the same time subscribes for ordinary shares of Class A in the Company to an amount corresponding to the repurchase amount. The repurchase amount shall, in whole, be used for payment regarding the subscribed ordinary shares of Class A in the Company. The subscription period for the sale of shares commence from August 21, 2018, until August 29, 2018. Decision regarding repurchase shall be executed no later than October 31, 2018. The repurchase is part of the Board of Director’s continued efforts to create an efficient capital structure. The Company’s treasury shares of ordinary shares of Class A amount to 17,033 and ordinary shares of Class B amount to three, corresponding to approximately 0.03 percent of the total number of shares in the Company.

b)      Directed new issue of Class A ordinary shares to preference shareholders

As an additional part of the exchange offers, the EGM resolved to increase the Company’s share capital by a maximum of SEK 60,321,513.85 through the new issue of a maximum of 3,364,101 Class A ordinary shares, with deviation from the shareholders’ preferential rights, be offered for subscription by preference shareholders in the Company that accepted the renewed exchange offer. Each preference share entitling to subscribe for 13 new Class A ordinary shares. The subscription period for shares shall run during the period August 21, 2018, to August 29, 2018. The subscription price per new Class A ordinary share amounts to SEK 4.01[1].

c)       Directed new issue of Class A ordinary shares to holders of convertibles

The EGM further resolved to increase the Company’s share capital by a maximum of SEK 15,600,999.01 through a new issue of a maximum of 870,060 Class A ordinary shares, with deviation from the shareholders’ preferential rights, be offered for subscription by holders of convertibles in the Company that accepted the renewed exchange offer and paid through set-off of the convertible loan. Each convertible with a nominal value of SEK 100 entitles to subscription of 3 new Class A ordinary shares. Of the loan receivable amount of nominal SEK 100 may SEK 12.03 be used for set-off as payment for every 3 numbers of newly subscribed shares of Class A. The part of the share subscriber’s loan receivable not amounting to a nominal value of SEK 100 and thus does not correspond to 3 shares is relinquished by the share subscriber and will not be refunded, i.e. the subscriber relinquishes SEK 87.97 for each loan receivable of nominally SEK 100, and any loan receivable, which does not correspond to an equal hundred SEK. The subscription period for shares shall run during the period August 21, 2018, to August 29, 2018. The subscription price per new Class A ordinary share amounts to SEK 4.011.

The reason for the deviation from the shareholders’ preferential rights is that the Company is making a renewed offer to preference shareholders and holders of convertibles in the Company to exchange all remaining outstanding preference shares and convertibles for newly issued Class A ordinary shares.

Complete information about the Extraordinary General Meeting’s resolutions is available on Eniro’s website: www.enirogroup.com.

For more information, please contact:

Joachim Berner, Chairman, tel. +46 (0)706-201 150, joachim.berner@gardaverken.se 

Örjan Frid, President and CEO, Eniro, tel. +46 (0)70-561 1615, orjan.frid@eniro.com 

This information was submitted for publication, through the agency of the contact person set out above, on August 15, 2018 at 5.15 p.m. CET.

Eniro is a leading search company for individuals and businesses in the Nordic region. Eniro Group has approximately 1,700 employees. The company is listed on Nasdaq Stockholm [ENRO], with approximately 14,000 shareholders at present and is head-quartered in Kista, Stockholm. Read more about Eniro at enirogroup.com, twitter.com/eniro, facebook.com/eniro. 

[1] Since the new issues are made to a subscription price below the quotient value, an amount corresponding to the difference between the subscription price and the quotient value for all of the newly issued ordinary shares of Class A will be transferred to the share capital by transfer from the Company’s shareholder’s equity in general with total (maximum 58,943,527.25) for both new issues.