Rabbalshede Kraft approves preferential rights issue of a maximum of MSEK 386.4 and releases prospectus

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Based on the authorization given by the Annual General Meeting on April 25, 2013, the Board of Rabbalshede Kraft AB (publ) has approved a decision to implement a preferential rights issue in the maximum of 32,200,000 Series B shares, corresponding to a maximum amount of MSEK 386.4. Manor Investment S.A. (“Manor”), a new strategic and long-term partner of the Company, has issued an underwriting guarantee stipulating that it will subscribe for at least 17,900,000 Series B shares, or MSEK 214.8.

Motive
As previously announced in a press release on June 10, 2013, Rabbalshede Kraft implemented a private placement in the amount of MSEK 171.6 where Manor subscribed for all of the shares. The primary purpose of both the private placement of MSEK 171.6 and the approved preferential rights issue of a maximum of MSEK 386.4 was to fund the equity requirement for the construction of the Årjäng NV, Årjäng SV and Skaveröd/Guseröd wind farms, which encompass a total of 33 turbines and will generate an output of 101 MW. The Company has entered into an agreement with Vestas for the supply of all wind turbines. Civil works will be conducted in partnership with Svevia, which is responsible for the construction of the infrastructure including the IKN network and the foundation of the turbines.

The project will be the largest investment in the Company’s history and totals MSEK 1,176, of which approximately one-third will comprise shareholders’ equity. The estimated production of the three wind farms totals 289 GWh annually and will increase the Company’s production by more than 100%. The construction will commence in July 2013 and is scheduled for completion by late 2014.

Background
Since being formed in 2005, Rabbalshede Kraft has worked intently on the planning and development of an extensive project portfolio, which currently comprises about 40 wind farms with nearly 400 turbines. The Company’s structured efforts to develop the project portfolio have resulted in the Company being involved in the commissioning of 48 wind turbines. In addition to this, a wind farm comprising 14 wind turbines is currently under construction and will be in commercial operation by the autumn of 2013. Through previous rights issues and access to loan financing, the Company has proprietarily constructed 26 turbines and secured financing for its ongoing establishment (14 turbines). The current preferential rights issue will secure the continued development for the three wind farms, Årjäng NV, Årjäng SV and Skaveröd/Gurseröd wind farms.

Manor Investment S.A.
In the private placement, Manor received 14,300,000 new Series B shares at a price of SEK 12 per share, corresponding to 32% of the capital. Manor undertakes to subscribe for its pro-rata share of the preferential rights issue and an additional 7,498,593 Series B shares, which was made possible by Manor reaching an agreement with some major shareholders.

Rabbalshede Kraft releases prospectus concerning new share issue
The Board of Rabbalshede Kraft has prepared a prospectus for the approved preferential rights issue of the Company’s Series B shares. The prospectus has today on June 19, 2013 been approved and registered by the Swedish Financial Supervisory Authority. The prospectus can be downloaded from www.rabbalshedekraft.com  

Offer in brief

  • The offer will encompass shares valued at MSEK 386.4, prior to issue costs, corresponding to 32,200,000 Series B shares at a price of SEK 12 per share
  • The record date for receiving the preferential rights is June 20, 2013
  • The shares will be open for subscription between June 24 and July 8, 2013
  • For each former Series A and Series B share, the shareholder is entitled to subscribe for 0.71 new Series B shares. Each shareholder’s block of shares will be rounded down to the nearest whole share on subscription
  • Manor has issued an underwriting guarantee stipulating that it will subscribe for at least 17,900,000 Series B shares, equivalent to MSEK 214.8 (pro-rata share of the preferential rights issue and an additional 7,498,593 Series B shares, which was made possible by Manor reaching an agreement with some major shareholders)
  • Shareholders can request interest in oversubscribing for shares, meaning that each shareholder can subscribe for more shares than according to their preferential rights
  • Upon full subscription, the new share issue will increase the number of shares in the Company from 45,344,777 to 77,544,777 shares represented by 1,000,000 Series A shares and a maximum of 76,544,777 Series B shares
  • The offer corresponds to 41.5% of the capital and 37.2% of the votes
  • The preliminary results will be published not later than July 12, 2013

Financial and legal advisors
Swedbank First Securities has served as the Rabbalshede Kraft’s financial advisor during the process and MAQS Law Firm has provided legal counsel.

IMPORTANT INFORMATION
The information in this press release does not constitute an offer to purchase, subscribe for or otherwise trade shares or other securities in Rabbalshede Kraft. The invitation to subscribe for shares in the preferential rights issue will only be made through the prospectus that Rabbalshede Kraft expects to be able to publish around June 24, 2013. Due to restrictions in securities legislation in the US, Australia, Hong Kong, Japan, Canada, New Zealand and South Africa, no offer to subscribe for shares is extended to shareholders or other parties with a registered address in any of these countries.

For further information, please contact;
Thomas Linnard, CEO, tel. +46 (0) 525-197 11, +46 (0) 706-100 120

thomas.linnard@rabbalshedekraft.se

This is Rabbalshede Kraft

Rabbalshede Kraft AB (publ) is a fast-growing player in wind power. Since being formed in 2005, Rabbalshede Kraft has been involved in the commissioning of 48 wind turbines, of which 26 wind turbines in four wind farms are proprietarily managed. An extensive project portfolio comprises the basis for growth. The Company has another 14 turbines under construction and about 350 wind turbines in the procurement, application or planning phase. Rabbalshede Kraft's overriding objective is to create value growth for the Company's shareholders – proprietarily, in partnership with other companies and through divestment - by contributing to the commissioning of 250 turbines by 2015. Follow the Company's progress at www.rabbalshedekraft.se

This is Manor Investment S.A.

Manor is a private industrial company providing long-term development capital to entrepreneurs and industrial projects in Europe aiming for the better use of energy and natural resources. Manor is backed by private, long-term, evergreen investors with a strong industrial and entrepreneurial tradition, committed to strong ethic and governance standards.

Manor's objective is to operate from a limited number of platform companies in four target areas, all geared towards a better and more efficient use of energy and natural resources:

"Generation of renewable and decentralised energy”: production of green heat and electricity (wind, biomass, hydropower)
"
Energy efficiency": technologies and services to reduce energy consumption (efficient heating and cooling systems, intelligent buildings)
"Sustainable agriculture": environmentally-friendly innovations to promote balanced and sustainable agriculture, responding to the food needs of tomorrow (intelligent irrigation, natural fertilisers, eco-management of water and forests)
"Materials efficiency and waste management”: timber use, green packaging, recycling of waste across all types of materials for industrials, municipalities and residents

Manor consistently adopts a long-term view on its investments and aspires to partner with family businesses with which it believes its cultural fit is best. It is already active in wind in France, through Atalante Energies and in wood biomass in Austria, through Cycleenergy. Manor is advised by Treïs (www.treispartners.com).

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