Opcon AB revokes proposal prior to Extra General Meeting and publishes conditions for preferential rights issue

  • Issue amount reduced from of around SEK 130 million to around SEK 91 million.

Prior to the Extra General Meeting of shareholders to be held on 9 November 2012, the Board of Opcon has decided to revoke the Board’s previous proposal concerning a decision to change the company’s articles of association as per item 7a of the meeting agenda as included in the notice of the meeting, and the Board’s proposal concerning a decision to reduce the share capital as per item 8a of the meeting agenda. The Board has further established the conditions and subscription price for the new share issue with preferential rights for existing shareholders that are being proposed for approval at the Extra General Meeting in accordance with the Board’s proposal dated 10 October 2012.

  • Ownership of five (5) shares gives an entitlement to subscription of seven (7) new shares
  • Subscription price of SEK 0.50 per share
  • Upon full subscription the issue amount shall total around SEK 91 million before administration costs
  • The share issue is guaranteed to 80%

The revoking of the Board’s proposal means that the meeting must address the Board’s proposal to change the company’s articles of association as per item 7b of the meeting agenda as included in the notice of the meeting, and the Board’s proposal concerning a decision to reduce the share capital as per item 8b of the meeting agenda.

Ownership of five (5) shares in Opcon on the record date shall give the right to subscribe for seven (7) new shares in the proposed preferential rights issue. The subscription price is SEK 0.50 per share, which means the issue will raise a maximum of around SEK 91 million for Opcon, before costs, through the issue of at most 182,239,589 shares. This means that the issue amount is reduced from the earlier indicated of around SEK 130 million to around SEK 91 million.

The preferential share issue will mean that the share capital will increase by at most SEK 227,799,486.25. Because the subscription price is being set at an amount below the nominal value of the shares, SEK 0.75 per share will be allocated to the share capital through a transfer from the company’s equity, a total of SEK 136,679,691.75 upon full subscription.

The record date at Euroclear Sweden AB for the right to participate with preferential rights in the share issue is 16 November 2012.

The subscription period is expected to run from 21 November to 5 December 2012, or a later date that the Board may decide. Trading in subscription rights is expected to take place on NASDAQ OMX Stockholm from 21 November to 30 November 2012. Subscription rights not utilised before the end of the subscription period or sold at the latest on 30 November will lose their value.

Preliminary timetable for the preferential share issue

9 November                            Extra General Meeting
13 November                         Final day for trading in Opcon’s shares including right to participate in preferential share issue
14 November                         First day for trading in Opcon’s shares excluding right to participate in preferential share issue
16 November                         Record date
21-30 November                   Trading in subscription rights
21 November-5 December Subscription period

Erik Penser Bankaktiebolag has been appointed to advise Opcon.

For further information, please contact
Niklas Johansson, vice president, Investor Relations, tel. 08-466 45 00, 070-592 54 53

Opcon AB, Box 15085, 104 65 Stockholm
Tel. 08-466 45 00, fax 08-716 76 61
e-mail: info@opcon.se
www.opcon.se

 
The Opcon Group

Opcon is an energy and environmental technology Group that develops, produces and markets systems and products for eco-friendly, efficient and resource-effective use of energy.

Opcon has activities in Sweden, China, Germany and the UK. There are around 400 employees. The company’s shares are listed on Nasdaq OMX Stockholm. The Group comprises two business areas:

Renewable Energy focuses on the following areas: electricity generation based on waste heat, bioenergy-powered heating and CHP plants, pellets plants, drying of biomass, handling systems for biomass, sludge and natural gas, industrial cooling, flue gas condensation, treatment of flue gases and air management systems for fuel cells.

Engine Efficiency focuses on solenoid technology and ignition systems for combustion engines including ethanol, natural gas and biogas engines.

 
The information in this report is such that Opcon AB (publ) is obliged to disclose in accordance with Swedish securities markets law and/or Swedish law on trading in financial instruments.

This information was released for publication on Friday 9 November 2012 at 08.30 (CET).

 
IMPORTANT INFORMATION

Publication or distribution of this press release in certain jurisdictions may be restricted by law and persons in those jurisdictions where this press release is published or distributed should inform themselves about and observe such restrictions.

This press release may not be published or distributed, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, Japan or other country where such measure is wholly or partially subject to legal restrictions. The information in this press release may not be forwarded, reproduced or disclosed in ways that conflict with such restrictions. Failure to observe this instruction may constitute a violation of the United States Securities Act of 1933 ("Securities Act") or applicable laws of other jurisdictions.

This press release does not constitute an invitation or offer to acquire, subscribe for or otherwise deal in shares, warrants or other securities in Opcon. Invitation to interested persons to subscribe for shares in Opcon will only be made through the prospectus that Opcon intends to publish around the middle of November 2012.

Neither the subscription rights, paid-for subscribed shares or new shares will be registered under the Securities Act or any provincial law in Canada and may not be offered or sold in the U.S. or Canada or to a resident there, or on behalf of such persons other than in exceptional cases that do not require registration under the Securities Act or any provincial law in Canada.

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