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Terms for CDON Group’s rights issue set

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This press release may not be announced, published or distributed, in whole or in part, directly or indirectly, in the United States, Canada, Japan, Hong Kong or Australia or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be prepared or registered or require any other actions to be taken, in addition to the requirements under Swedish law. This press release is not a prospectus but an announcement of the intended rights issue in CDON Group. For further information, please refer to “Important notice” in this press release.

This press release has been published in Swedish and English. In the event of any discrepancy in content between Swedish original text and the English translation, the Swedish original shall prevail.

  • Shareholders in CDON Group have preferential rights to subscribe for 1 new share per 2 existing shares
  • The subscription price is SEK 15.50 per share, which represents total rights issue proceeds of approximately MSEK 514 before issue costs
  • The rights issue is subject to approval by an Extraordinary General Meeting to be held on 14 May 2013 at 17:00 CET, the same day as the Annual General Meeting
  • The subscription period is 21 May–5 June 2013
  • Investment AB Kinnevik (”Kinnevik”), representing c. 25 per cent of the capital in CDON Group, has through a subscription undertaking committed to subscribe for its shareholding in the rights issue. In addition, Kinnevik has committed to guarantee the remainder of the rights issue conditional upon that the Extraordinary General Meeting approves the rights issue with qualified majority

The Rights Issue
The Board of Directors of CDON Group has set the final terms for CDON Group’s rights issue that was resolved on 16 April 2013. Shareholders in CDON Group have preferential rights to subscribe for 1 new share per 2 existing shares. Every existing share in CDON Group entitles the holder to 1 subscription right, and 2 subscription rights entitle to subscription for 1 new share. The subscription price has been set at SEK 15.50 per new share. This corresponds to a discount of approximately 37 per cent to the theoretical ex-rights price, based on the closing price on 8 May 2013 for CDON Group’s share listed on NASDAQ OMX Stockholm. 

Up to 33,171,062 new shares will be issued, which will increase the share capital with up to SEK 66,342,124, at full subscription. The total proceeds will amount to a maximum of approximately MSEK 514 before issue costs. The rights issue is subject to approval by the shareholders at an Extraordinary General Meeting to be held in Stockholm on 14 May 2013 at 17.00 CET at Rival Hotel, Mariatorget 3, Stockholm, i.e. same date and location as the Annual General Meeting.

The record date at Euroclear Sweden AB for the right to receive preferential rights is 17 May 2013. The subscription period is 21 May–5 June 2013, or such later date as decided by the company’s Board of Directors.

Subscription commitment and guarantee undertaking
Kinnevik, representing c. 25 per cent of the capital and votes in CDON Group, has through a subscription commitment undertaken to subscribe for shares in the rights issue corresponding to its shareholding in CDON Group. In addition, Kinnevik has through a guarantee undertaking committed to subscribe for the shares in the rights issue which potentially have not been subscribed for with or without subscription rights, which corresponds to a maximum of c. 75 per cent of the shares in the rights issue. Kinnevik’s guarantee undertaking is however subject to an approval of the rights issue at the General Meeting in accordance with the conditions for the Swedish Securities Council’s decision to grant Kinnevik an exemption from the mandatory offer rules according to the below.

Kinnevik might, as a result of the agreed guarantee undertaking, increase its share of capital and votes in CDON Group. The maximum share of capital and votes that Kinnevik can receive in case the guarantee undertaking should be exercised in full is 49.8 per cent of the share capital and 50.1 per cent of the votes. Kinnevik has been granted an exemption by the Swedish Securities Council from the obligation to launch a mandatory offer in the event that Kinnevik’s share of the votes in the Company, through subscription in the rights issue, would amount to or exceed 30 per cent of the votes for all shares in CDON Group. A condition for the Swedish Securities Council’s decision is that the rights issue resolution is approved by the Extraordinary General Meeting with at least two thirds of the votes cast as well as the shares represented at the General Meeting, disregarding the shares which are owned and represented at the general meeting by Kinnevik. In addition, the Swedish Securities Council has announced that a mandatory offer obligation will arise if Kinnevik reaches a shareholding of 30 per cent or more of the votes in CDON Group in the rights issue and afterwards acquires additional shares in CDON Group, thereby increasing its share of the votes.

Preliminary timetable for the rights issue

  • 14 May 2013, Extraordinary General Meeting resolves on approval of the Board of Director’s rights issue resolution (CDON Group’s Annual General Meeting held on the same day)
  • 15 May 2013, First day of trading in the CDON Group share excluding subscription rights
  • 17 May 2013, Record date for allotment of subscription rights
  • 17 May 2013, Estimated date for publication of prospectus
  • 21 May-31 May 2013, Trading in subscription rights
  • 21 May-5 June 2013, Subscription period
  • 10 June 2013, Announcement of the preliminary outcome of the rights issue
  • 13 June 2013, Estimated date of announcement of the final outcome of the rights issue

Financial and legal advisers
Nordea Markets – Investment Banking is financial adviser to CDON Group in connection with the rights issue and Cederquist is legal adviser to CDON Group.

The information in this announcement is such that CDON Group AB (publ) is required to disclose under the Securities Markets Act. This information was released for publication at 08:00 CET on 10 May 2013.

Important information
In certain jurisdictions, the publication or distribution of this press release may be subject to restrictions according to law and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such restrictions. This press release does not contain or constitute an invitation or an offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in CDON Group. Invitation to the persons concerned to subscribe for shares in CDON Group will only be made through the prospectus that CDON Group intends to publish at CDON Group website, following the approval and registration by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen), on 17 May 2013. The prospectus will contain, among other things, financial statements as well as information regarding CDON Group's Board of Directors. This press release has not been approved by any regulatory authority and is not a prospectus, accordingly investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information provided in the prospectus to be published by CDON Group.

This press release is not directed at persons located in the United States (including its territories and possessions, any state of the United States and the District of Columbia) (the ("United States"), Canada, Australia, Hong Kong, Japan or in any other country where the offer or sale of the subscription rights, interim shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, Japan or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offer documentation, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions or would require such additional prospectuses, other offer documentation, registrations or other actions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended (the "Securities Act") or laws applicable in other jurisdictions.

In addition, if and to the extent that this press release is communicated in any European Economic Area member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures, including Directive 2010/73/EC, in any member state, the "Prospectus Directive"), this press release is only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of the Prospectus Directive and must not be acted on or relied on by other persons in that member state. This press release does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.

In the United Kingdom, this press release is being distributed only to, and is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (ii) persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by anyone who is not a relevant person.

No subscription rights, interim shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States.

For further information please visit cdongroup.com or contact:
Paul Fischbein, President and CEO
Tel: 46 (0) 10 703 20 00

Nicolas Adlercreutz, CFO
Tel: 46 (0) 10 703 20 00

Press, investor and analyst enquiries:
Fredrik Bengtsson, Head of Communications and Investor relations
Tel: 46 (0) 700 80 75 04
Email: press@cdongroup.com, ir@cdongroup.com

About CDON Group
CDON Group is the leading e-commerce group in the Nordic region. Since the start in 1999, the Company has expanded and broadened its product portfolio and is now a leading e‐commerce player within Entertainment (CDON.com and Lekmer.com), Fashion (Nelly.com and Members.com), Sport & Health (Gymgrossisten.com, Bodystore.com and Milebreaker.com) and Home & Garden (Tretti.com and Rum21.se). CDON Group’s internet stores attracted around 244 million visits and more than two million unique customers during 2012.

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