Notice of Extraordinary General Meeting of the shareholders in Intrum Justitia AB (publ)
The shareholders of Intrum Justitia AB (publ) are hereby summoned to an Extraordinary General Meeting on Wednesday 14 December 2016, at 10 a.m. at the Company’s premises, Hesselmanstorg 14 in Nacka, Stockholm, Sweden. Coffee is served from 9.30 a.m.
Shareholders who wish to attend the General Meeting shall
both be entered in the company’s register of shareholders kept by Euroclear Sweden AB (not nominee-registered) by Thursday, 8 December 2016
and notify their intention to attend the meeting by Thursday, 8 December 2016 at the latest.
The notification shall be made in writing to Intrum Justitia AB, “Extrastämma”, 105 24 Stockholm, by e-mail to firstname.lastname@example.org or by phone +46 (8) 616 77 00. The notification shall include:
- personal identity number / registration number
- telephone number (daytime)
- registered shareholding
- information on potential assistants (maximum two)
- where applicable, information on deputies or representatives
Shareholders represented by proxy shall send the written, dated and by the shareholder signed proxy to the company in original in ample time before the General Meeting. Attested copies of the certificate of registration (or equivalent authorization documents) evidencing the authority to issue the proxy, shall be enclosed if the proxy is issued by a legal entity. A proxy form is available on the company’s website, www.intrum.com.
Shareholders whose shares are nominee-registered must have their shares temporarily registered with Euroclear Sweden AB in their own name. Such re-registration must be effected by Thursday, 8 December 2016. Shareholders should thus make the request via their nominee in ample time before this date. Such registration may be temporary.
Personal data obtained from notifications, proxies and from the share register maintained by Euroclear Sweden AB will be used for the necessary registration and preparation of the voting list for the General Meeting.
The shareholders are reminded of their right to ask questions to the Board and the Managing Director at the General Meeting in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
There are in total 72,347,726 shares and votes in the company at the time of the notice. At the day of adoption of the notice the company does not hold any own shares.
1 Opening of the Meeting
2 Election of Chairman of the Meeting
3 Preparation and approval of the voting list
4 Approval of the agenda
5 Election of persons to attest the accuracy of the minutes (and to count votes)
6 Determination of whether the Meeting has been duly convened
7 Proposal by the Board to:
(i) approve the combination with Lindorff; and
(ii) authorize the Board to resolve on a new issue of shares to be issued as consideration in the acquisition of Lindorff
8 Conclusion of the Meeting
Item 7 The Board’s proposal to resolve to (i) approve the combination with Lindorff, and (ii) authorize the Board to resolve on a new issue of shares to be issued as consideration in the acquisition of Lindorff
The resolutions under (i) and (ii) are contingent upon each other and are therefore proposed to be adopted as one single resolution.
(i) Approval of the combination with Lindorff
Lindorff is a leading full-service European credit management service provider, offering services within debt collection and debt purchase as well as payment and invoicing services. Lindorff has 4,400 employees in 13 countries with headquarters in Oslo, Norway. In 2015, Lindorff generated EUR 534 million in net revenue. Lock TopCo AS (“Lindorff”) is owned by Cidron 1748 S.à r.l. (“Cidron”), an entity controlled by Nordic Capital Fund VIII and certain minority shareholders (jointly, the “Lindorff Owners”).
The company has on 13 November 2016 entered into a combination agreement to combine Intrum Justitia and Lindorff. The combination is structured as the company acquiring all shares in Lindorff, the holding company of the Lindorff group. The consideration for the shares in Lindorff consists of newly issued shares in the company. Following completion of the new issue, the Lindorff Owners will own Intrum Justitia shares corresponding to up to 47.02 percent of the outstanding shares in the company. Based on the closing price of the Intrum Justitia share at Nasdaq Stockholm on 11 November 2016, the purchase price for all shares in Lindorff corresponds to SEK 17.9 billion.
The combination with Lindorff is, according to the combination agreement, conditional upon competition approval and approvals by relevant regulatory authorities. Furthermore, the combination is conditional upon i.a., resolutions by the General Meeting to approve the combination and to authorize the Board to execute a new directed issue of shares to the Lindorff Owners in accordance with paragraph (ii) below.
The Board considers that the timing of the transaction between Intrum Justitia and Lindorff is favourable and that the strategic, industrial and financial rationale between the companies is compelling. A combination of Intrum Justitia and Lindorff would create an industry leader with unparalleled scale and diversification. The companies have a well-balanced business mix and integrated service offering across the value chain, benefitting from synergies between debt purchasing and debt collection. Further, Intrum Justitia and Lindorff have a highly complementary geographic footprints, sector expertise and debt purchasing platforms. The Board therefore proposes that the General Meeting resolves to approve the Board’s resolution to combine Intrum Justitia and Lindorff on the terms and conditions described herein.
(ii) Authorization for the Board to execute a share issue as consideration in the acquisition of Lindorff
The Board proposes that the Board shall be authorized, until the next Annual General Meeting, to resolve on a new issue of shares to be used as consideration in the acquisition of Lindorff (the “Directed Issue”). The number of new shares to be issued in the Directed Issue shall not exceed the number of shares equivalent to 47.02 percent of the outstanding shares in the company following the Directed Issue.
The Lindorff Owners shall be solely entitled to subscribe for shares in the Directed Issue. The Lindorff Owners shall as payment for the shares (contribution in kind) contribute shares in Lindorff to the company.
Information about the subscription price will be announced after the Board has resolved on the Directed Issue. The contribution in kind, i.e. shares in Lindorff, will be accounted for in the company’s balance sheet at an amount based on the price for the Intrum Justitia shares on Nasdaq Stockholm at the transaction date, i.e. the day the company has closed the acquisition of Lindorff. The new shares will entitle to dividend from and including the record date falling after the record date for the dividend resolved by the 2017 Annual General Meeting.
Special majority requirements
In accordance with the Board’s proposal and the terms of the combination agreement between Intrum Justitia and the Lindorff Owners, the General Meeting’s resolution under item 7 shall only be valid where supported by not less than two-thirds of both the votes cast and of the shares represented at the General Meeting.
Conditions relating to the proposed resolution under item 7
Completion of the combination with Lindorff is i.a. conditional upon competition approval and approvals by relevant regulatory authorities having been obtained.
Exemption from mandatory bid obligation
The transaction will trigger a mandatory bid obligation for Cidron under the Swedish Act on Public Takeovers on the stock market (Sw. lag 2006:451 om offentliga uppköpserbjudanden på aktiemarknaden). The Swedish Securities Council (Sw. Aktiemarknadsnämnden) has resolved to exempt Cidron from such mandatory bid obligation subject i.a. to that the resolution to approve the transaction is supported by not less than two-thirds of both the votes cast and of the shares represented at the General Meeting.
This notice, the Board’s complete proposal regarding item 7 and information material regarding the combination of Intrum Justitia and Lindorff will, no later than 23 November 2016 be made available at the company at Hesselmanstorg 14 in Nacka, Sweden and on the company’s website www.intrum.com, and will be sent to the shareholders who request this and who inform the company of their postal address.
Stockholm in November 2016
The Board of Intrum Justitia AB (publ)
Intrum Justitia is Europe’s leading Credit Management Services (CMS) group, offering comprehensive services, including purchase of receivables, designed to measurably improve clients’ cash flows and long-term profitability. Founded in 1923, Intrum Justitia has some 4 000 employees and operations in 20 markets. Consolidated revenues amounted to about SEK 5.6 billion in 2015. Intrum Justitia AB is listed on Nasdaq Stockholm since 2002. For further information, please visit www.intrum.com