SSAB establishes terms and conditions for the rights issue
This information is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong or Japan. (read the information at the end of this press-release).
Terms and conditions for the rights issue
Pursuant to authorization granted by the extraordinary general meeting held on July 10, 2007, SSAB's Board of Directors has now established the terms and conditions for the rights issue.
• SSAB will issue rights to subscribe for new shares to shareholders as of the record date of July 30, 2007, whereupon 4 existing shares will carry an entitlement to subscribe for 1 new share of the same class. Shares which are not taken up by the shareholders primarily entitled shall be offered to all shareholders. The issue price is SEK 155 per share for both class A and B shares. According to the Swedish Companies Act, both share classes must have the same terms in a rights issue. Calculated on the closing price on July 23, the offer corresponds to a discount of 36.2% on the theoretical price (TERP) for the B share ex-rights.
• SSAB currently has 192,612,666 outstanding class A shares and 66,535,155 outstanding class B shares, entailing that a maximum of 48,153,166 new class A shares and a maximum of 16,633,788 new class B shares will be issued. The Offering is expected to raise approximately SEK 10 billion prior to issue costs.
• The allocation of subscription rights to persons who are resident in, or citizens of, Australia, Canada, Hong Kong, Japan or the USA may be affected by the securities legislation in those countries. Consequently, a shareholder who is resident in, or a citizen of, those countries is excluded from participation in a rights issue. The subscription rights which otherwise would vest in such a shareholder will, instead, be sold and the proceeds will be paid out to the shareholder.
Underwriting and subscription undertakings
Existing shareholders have undertaken to take up in total about 25% of the rights issue. Furthermore, shareholders with a total holding of about 15% of the share capital have stated that they support the resolution regarding a rights issue and are in favor of subscribing.
Deutsche Bank has, in an agreement with SSAB, undertaken to subscribe, at a price equal to the above stated issue price, for shares not taken up and paid for by shareholders or other investors. The underwriting commitment is subject to customary terms and conditions.
Timetable
The outline timetable for the rights offering is set out below:
July 26, 2007
SSAB's class A and class B shares trade ex-rights.
July 30, 2007
Record date for participation in the rights issue, i.e. shareholders who are registered as owners on this day will receive subscription rights to participate in the rights issue.
On or about August 2, 2007
Prospectus is published.
August 3, 2007
First day for subscription and payment for shares. First day for trading in subscription rights carrying an entitlement to subscribe for new shares.
August 20, 2007
Final day for trading in subscription rights carrying an entitlement to subscribe for new shares.
August 23, 2007
Final day for subscription and payment for new shares.
On or about August 30, 2007
Press release regarding preliminary take-up in the rights issue.
Other
A prospectus containing terms and conditions for the rights issue as well as information regarding the company and its financial position will be available at the company’s head office and on its website on or about August 2, 2007. The prospectus will be sent to shareholders registered at VPC on July 30, 2007.
In this rights issue, Deutsche Bank is sole bookrunner and joint-lead manager. Handelsbanken Capital Markets is a joint-lead manager.
For further information, please contact:
Stefan Lundewall, Head of Investor Relations
Tel: +46 8 45 457 29, +46 70 508 28 57
e-mail: stefan.lundewall@ssab.com
For further information about SSAB, log on to http://www.ssab.com
IMPORTANT NOTICE:
The information in this press-release is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong or Japan.
The information in this press-release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
The information in this press-release does not constitute an offer of securities of SSAB Svenskt Stål AB for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. There is no intention to register any portion of the offering of securities of SSAB Svenskt Stål AB in the United States or to conduct a public offering of shares in the United States.
The information in this press-release may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of U.S. Securities Act of 1933, as amended, or the applicable laws of other jurisdictions.
FOR RECEIVERS OF THIS PRESS-RELEASE IN THE UNITED KINGDOM:
This communication does not constitute an offer of securities to the public in the United Kingdom. This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who fall within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) in relation to this communication, and (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.