Resolutions at the Extraordinary General Meeting in Gunnebo

The information contained in this press release is not intended, and may not, directly or indirectly, wholly or partly, be distributed, published or disseminated in or to the United States (including its territories and possessions, any state in the United States and the District of Columbia), Australia, Hong Kong, Canada, Singapore or any other jurisdiction in which such action may violate local Securities Law or other regulations of said jurisdiction. See the section “Important information” at the end of this press release for further information.

Today’s Extraordinary General Meeting in Gunnebo AB (publ) resolved to approve the Board of Directors’ decision on a rights issue of ordinary shares.

The terms of the rights issue entitle persons registered as shareholders in Gunnebo on the record date, 28 August 2019, to receive one (1) subscription right for each ordinary share. Four (4) subscription rights entitle to subscription of one (1) new ordinary share. The subscription price is SEK 19 per ordinary share. 

Provided that the rights issue is fully subscribed, it will bring Gunnebo approximately MSEK 363 before issue costs. 

The rights issue will result in an increase of the number of shares from 77,050,848 shares (of which 76,448,581 ordinary shares and 602,267 shares of series C) to not more than 96,162,993 shares (of which 95,560,726 ordinary shares and 602,267 shares of series C). The share capital will increase from SEK 385,254,240 to not more than SEK 480,814,965. Shareholders who decline to subscribe for shares in the rights issue will experience a dilution with a total of 19,112,145 new shares, representing 19.9 per cent of the total number of shares in Gunnebo after the rights issue. 

The proceeds will primarily be used to decrease the gross indebtedness that temporarily has increased through the acquisition of Cominfo a.s.. The purchase price for the acquisition was MSEK 240 on a cash and debt-free basis. The remaining part of the proceeds will be used to increase Gunnebo’s financial capacity through further decrease of the Group’s gross indebtedness, which allows for Gunnebo to capture market opportunities and realise the Group’s strategy for profitable growth. 

Preliminary timetable

26 August 2019: Last day of trading in the Gunnebo share including the right to participate in the rights issue

27 August 2019: First day of trading in the Gunnebo share excluding the right to participate in the rights issue

28 August 2019: Estimated date for publication of the prospectus

28 August 2019: Record date, i.e. shareholders registered in the share register on this day will receive subscription rights for participation in the rights issue

2–13 September 2019: Trading in subscription rights

2–17 September 2019: Subscription period

2–27 September 2019: Trading in paid subscribed shares (BTA)

20 September 2019: Estimated date of publication of the outcome of the rights issue

GUNNEBO AB (publ)
Group Communications

For more information, please contact:

Henrik Lange, President and CEO Gunnebo AB, tel. +46 10 2095 026, or
Karin Wallström Nordén, SVP Marketing & Communications, tel. +46 708 283339

Important information

The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Gunnebo AB in any jurisdiction. Any invitation to the persons concerned to subscribe for shares in Gunnebo will only be made through the prospectus which Gunnebo expects to publish on or around 28 August 2019.

The information contained in this press release is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia) (the “United States”), Australia, Hong Kong, Canada, Singapore or any other jurisdiction where such action is wholly or partially subject to legal restrictions, or would require additional prospectuses, registration or other measures than those required by Swedish law. The information in the press release does not constitute any offer regarding subscription rights, paid subscribed shares or shares in Gunnebo (“Securities”) to any person in said jurisdictions. The information in the press release may not be forwarded or reproduced in such a manner that contravenes such restrictions or gives cause to such requirements.

No securities have been or will be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States and may not be offered, subscribed for, exercised, used, pledged, sold, resold, granted, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States.

Within the European Economic Area (“EEA”), no public offering of Securities is made in other countries than Sweden. In other member states of the EU, such an offering of Securities may only be made in accordance with the Prospectus Regulation (EU) 2017/1129 (the “Prospectus Regulation”). In other member states of the EEA which have implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption in the Prospectus Regulation and/or in accordance with an applicable exemption under a relevant national implementation measure. In other member states of the EEA which have not implemented the Prospectus Regulation in its national legislation, any offer of Securities may only be made in accordance with an applicable exemption under national law. 

This press release contains certain forward-looking information that reflects Gunnebo’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.

Gunnebo AB (publ) is a leading, global security provider offering a range of sustainable security products, services and software to retail, mass transit, public and commercial buildings, industrial and high-risk sites, and banks. Gunnebo operates within four core Business Units: Safe Storage (38% of Group sales), Cash Management (21%) Entrance Control (20%), and Integrated Security (21%).

In 2018, the Group had a turnover of MSEK 5,100 generated by 4,500 employees located in 25 countries across Europe, the Middle East, Africa, Asia-Pacific and the Americas.