Industrivärden launches an offering of approximately €450 million convertible bonds due 2015
AB Industrivärden (“Industrivärden” or the “Company”) announces today that it intends to make an offering of senior unsecured convertible bonds (the “Bonds”) due 2015 (the “Offering”). Industrivärden will use the proceeds of the Offering to strengthen its liquidity and provide it with greater financial flexibility to capture attractive investment opportunities. The Offering size will be an initial principal amount of up to €450 million, with an option granted by the Company to the Sole Bookrunner in respect of up to an additional €50 million principal amount of Bonds.
The Offering strengthens Industrivärden’s ability to maintain and create shareholder value, whilst at the same time taking advantage of an opportunity to access capital from primary markets exhibiting strong demand for new issues; the convertible instrument provides the opportunity to issue equity at a premium to today’s share price. In line with market practice for convertible bond transactions in Europe, the Bonds will be marketed principally to European institutional investors who have special-ised knowledge of such instruments. “Today's convertible bond financing allows Industrivärden to take advantage of strong market conditions and will enhance financial flexibility for the group", commented Anders Nyrén, Presi-dent and CEO. An Industrivärden board meeting is scheduled for later today to approve formally the issue of the Bonds and the final terms of the Bonds will be announced through a separate press release thereafter. The Bonds will (subject as described below) be convertible at any time from March 10, 2010 up to and including January 30, 2015 into new C shares of the Company (the “C Shares”), which will be listed on NASDAQ OMX Stockholm. The Bonds are expected to carry a semi-annual coupon of be-tween 2.50 - 3.00% per annum and will be convertible into C Shares at an expected premium of 35.0 - 37.5% above Industrivärden’s reference share price, which is the volume weighted average price of the C Shares on NASDAQ OMX Stockholm from launch to pricing. The right to convert the Bonds into C Shares is subject to the passing of certain resolutions at an ex-traordinary general shareholders' meeting of the Company. If such resolutions are not passed, the Bonds will, upon conversion, be cash-settled until such time as the necessary resolutions are passed. In addition, if the resolutions are not passed at any general meeting held on or prior to November 30, 2010 the Company may elect to redeem all but not some of the Bonds at a premium to their principal amount. Handelsbanken Pension Foundation, Handelsbanken Pension Fund, and other related enti-ties; SCA Pension Foundation, SCA Group Holding, and other related entities; and L E Lundbergföretagen and related entities, in aggregate representing approximately 50% of the Com-pany’s share capital and 68% of the voting powers, have expressed their support for the resolutions. The Bonds will be issued and redeemed in cash at 100% of their principal amount (other than where the Company redeems the Bonds early as described above), and unless previously redeemed, con-verted or purchased and cancelled, are expected to mature on February 27, 2015. The Company will have the option to redeem all but not some of the Bonds from approximately three years after the issue date at their principal amount, together with accrued interest, if the aggregate value of the C Shares deliverable on conversion of a principal amount of EUR 50,000, translated into EUR at pre-vailing rates, exceeds EUR 65,000 over a specified period. The expected date of issue of and settlement and delivery for the Bonds is January 28, 2010. Application will be made for the Bonds to be listed and traded on the EuroMTF Market of the Lux-embourg Stock Exchange. Net asset value (“NAV”) as of Monday, January 11, 2010 was SEK116 per share. The Company defines NAV as the market value of its equities portfolio less interest-bearing net debt and updates its NAV on a monthly basis. The Company's NAV is based on the performance of the equity securities of the companies it holds; its NAV may therefore fluctuate materially from month to month. The Company anticipates it will next report its updated NAV in the beginning of February. Handelsbanken Capital Markets and Morgan Stanley & Co. International plc are acting as Joint Lead Managers for the Offering. Morgan Stanley & Co. International plc is acting as Sole Bookrunner for the Offering.