Terms for HEXPOL’s rights issue set
The Board of Directors in HEXPOL has resolved to set the terms for HEXPOL’s rights issue that was announced on October 18, 2010 and approved by the Extraordinary General Meeting on February 7, 2011. For every share of series A held in HEXPOL the holder is entitled to one (1) subscription right of series A and for every held share of series B the holder is entitled to one (1) subscription right of series B. Four (4) subscription rights of series A or series B entitles the holder to subscribe for one (1) new share of the corresponding series (primary subscription right). The subscription price is 83 SEK per share, which means that the rights issue will raise a maximum of approximately 551 MSEK, before issue costs, through the issue of no more than 295,312 new shares of series A and 6,342,681 new shares of series B.
Shares not subscribed for by primary preferential right shall be offered to all shareholders for subscription (subsidiary preferential right). Upon sale of the subscription right (the primary preferential right), the subsidiary preferential right is also passed on to the new holder. In addition to the above, investors are given the opportunity to subscribe for shares without preferential rights. The record date at the Swedish Securities Register Center, Euroclear Sweden AB, for participation in the rights issue is February 24, 2011. This means that the HEXPOL share will trade excluding preferential rights to participate in the rights issue from February 22, 2010. The subscription period runs from February 28 up to and including March 16, 2011 or such later date as decided by the Board of Directors in HEXPOL.
Subscription undertakings
Melker Schörling AB, representing approximately 27.2 percent of the share capital and 48.0 percent of the votes in HEXPOL, has undertaken to subscribe for its pro rata share of the rights issue. Melker Schörling AB has also guaranteed to subscribe for shares corresponding to approximately an additional 22.9 percent of the rights issue. Accordingly, subscription and guarantee commitments corresponding to a total of 50.1 percent of the rights issue have been obtained.
Indicative timetable for the rights issue
February 22, 2011 First day of trading in the shares, excluding right to participate in the rights issue
February 24, 2011 Record date for participation in the rights issue, i.e. shareholders who are registered in the Company’s share register as of this day will receive subscription rights for participation in the rights issue
On or about February 25, 2011 Publication of the prospectus
February 28 - March 16, 2011 Subscription period
February 28 - March 11, 2011 Trading in subscription rights
On or about March 21, 2011 Press release regarding preliminary subscription take-up in the rights issue
For further information please contact:
Urban Ottosson, CFO/IR, + 46 (0) 767 855 144
HEXPOL is a world-leading polymers group with strong global positions in advanced rubber compounds (Compounding), gaskets for plate heat exchangers (Gaskets) and wheels made of plastic and rubber materials for truck and castor wheel application (Wheels).Customers are primarily OEM manufacturers of plate heat exchangers and trucks, global systems suppliers to the automotive industry and the medical technology industry. The Group is organised in two business areas, HEXPOL Compounding and HEXPOL Engineered Products. HEXPOL’s sales in 2010 amounted to approximately 3,800 MSEK. After the acquisition of Excel Polymers, the HEXPOL Group has approximately 3,000 employees in nine countries and pro forma net sales in 2010 of above 6,300 MSEK. Read more at www.hexpol.com.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The shares in HEXPOL AB have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Such shares may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. Copies of this press release are not being made and may not be distributed or sent into the United States.
This press release is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). The subscription rights and the shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) other than Sweden, this press release is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive (or are other persons to whom a public offering of securities may lawfully be addressed under the Prospectus Directive).
This press release may contain forward-looking statements. When used in this press release, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and “project” are intended to identify forward-looking statements. They may involve risks and uncertainties, including product demand, market acceptance, the effect of economic conditions, the impact of competitive products and pricing, foreign currency exchange rates and other risks. These forward-looking statements reflect the views of HEXPOL's management as of the date made with respect to future events and are subject to risks and uncertainties. All of these forward-looking statements are based on estimates and assumptions made by HEXPOL's management and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements. HEXPOL disclaims any intention or obligation to update these forward-looking statements.
This press release consists of such information that HEXPOL AB (publ) may be obliged to disclose in accordance with the Swedish Securities Market Act and /or the Financial Instruments Trading Act. The information was submitted for publication on February 17, 2011 at 12:00 CET.
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