JM’s Board of Directors proposes convertible debenture and warrant programmes, as well as a decrease in share capital

JM’s Board of Directors has decided to recommend that the Company’s 2013 Annual General Meeting (AGM) resolve on convertible debenture and warrant programmes and to reduce the Company’s share capital by eliminating its own shares.

The proposed convertible debenture and warrant programmes in brief:

• The Board of Directors proposes that JM AB raise a convertible debenture loan with a maximum nominal value of SEK 120 million, by issuing no more than 505,000 convertible debentures aimed at all employees in Sweden and by issuing no more than 95,000 warrants aimed at all employees outside Sweden.
  
• Every convertible debenture and warrant provides an entitlement to convert to/subscribe for one share, at a conversion/subscription price corresponding to 125 percent of the average price paid for a share in JM during the period 26 April, inclusive, to 8 May 2013, inclusive.
  
• The right to conversion/subscription may be exercised in the period from 1 June 2016, inclusive, to 19 May 2017, inclusive.
  
• Through conversion of convertibles and subscription for warrants, JM’s share capital could increase by a maximum of SEK 625,000, which corresponds to dilution of about 0.74 percent of shares and votes in JM.

Proposed reduction in the Company’s share capital by eliminating its own shares:

• The Board of Directors recommends a reduction of SEK 4,129,962 in the Company’s share capital by eliminating 4,129,962 shares, without any repayment to the Company’s shareholders.
• At present, the Company holds a total of 4,129,962 of its own ordinary shares. The ordinary shares were acquired partly for the purpose of securing commitments under earlier incentive programmes, for which the shares are no longer required, and partly to reorganize the Company’s capital structure.
• The reduction in the share capital shall be allocated to unrestricted equity.
• Any resolution by the AGM to reduce the share capital as above may not be executed without permission from the Swedish Companies Registration Office or, in the case of a dispute, a general court of law. The decision is also conditional on amendment of the Articles 3 and 4 of the Company’s Articles of Association, as regards the limits for the Company’s share capital and the number of shares, as well as as regards the maximum number of shares that may be issued in the categories of ordinary shares and Class C shares.

The Board of Directors complete proposals as set forth above will be available no later than April 3, 2013, at JM AB’s head office, Gustav III:s boulevard 64, Solna, and on JM AB’s website, www.jm.se under the tab “About JM – Corporate Governance”.

For additional information, please contact:
Claes Magnus Åkesson, CFO, Tel. +46 (0) 8-782 89 71
Maria Bäckman, General Counsel, Tel: +46 (0) 8-782 85 31

JM is one of the leading developers of housing and residential areas in the Nordic region. Operations focus on new production of homes in attractive locations, with the main focus on expanding metropolitan areas and university towns in Sweden, Norway, Denmark, Finland and Belgium. We are also involved in project development of commercial premises and contract work, primarily in the Greater Stockholm area. JM shall promote long-term quality and environmental management in all its operations. Our annual sales total approximately SEK 13 billion and the company has about 2,300 employees. JM AB is a public limited company listed on the NASDAQ OMX Stockholm, Mid Cap segment.