INFORMATION FROM AN EXTRAORDINARY GENERAL MEETING OF ROTTNEROS
Decision on a new issue with preferential rights for company shareholders
An extraordinary general meeting of Rottneros resolved to implement an issue with preferential rights for the company's existing shareholders. The issue is secured through the existing shareholders, CA Fastigheter AB, Nemus Holding AB, Prior & Nilsson Fond och Kapitalförvaltning AB, Skagen Vekst and Skagen Vekst III, having undertaken to subscribe for all or part of their proportion of the issue, and Case Investment AB, CA Fastigheter AB, Lotsa Holding SA, Prior & Nilsson Fond och Kapitalförvaltning AB, Skagen Vekst, Skagen Vekst III together with Yggdrasil AB having made guarantees to subscribe for the remaining shares in the issue. The total of the subscription commitments and guarantees corresponds to the total amount of the issue of SEK 225 million.
The preferential rights issue means that the company's share capital may be increased by no more than SEK 90,106,232 by issuing no more than 901,062,320 ordinary shares. The company's existing shareholders must be able to subscribe for the new shares with preferential rights, where one (1) existing share entitles the holder to subscribe for five (5) new shares in the company. The new shares shall be issued at a price of SEK 0.25 per share, with 18 November 2009 as the record date. Subscriptions for shares with preferential rights shall be paid for in cash during the period Monday 23 November 2009 up to and including Monday 7 December 2009. The board is entitled to extend the subscription period. An information leaflet about the new issue will be distributed to all shareholders directly registered in Sweden. Rottneros will also provide information about how to subscribe for shares on its website, www.rottneros.com. It is planned that the result of the preferential rights issue will be announced via a press release and on the company's website on around 11 December 2009.
The board is entitled to cancel the issue in the event that support for the issue does not amount to SEK 200 million and also in the event that the set-off issue resolved below is not fully subscribed.
Decision on a new issue of shares with set-off rights
The extraordinary general meeting of Rottneros resolved to increase the company's share capital by SEK 44,444,444.40 at most by issuing a maximum of 444,444,444 ordinary shares at an issue price of SEK 0.45 for each new ordinary share. The new shares shall be issued while deviating from the shareholders' preferential rights and may only be subscribed for by a banking syndicate comprising the Swedish branch of Danske Bank A/S, Denmark (117,866,667 shares), the Swedish branch of DnB NOR Bank ASA, Norway (117,866,667 shares), the Copenhagen branch of HSH Nordbank AG (102,311,111 shares), Nordea Bank AB (publ) (63,955,555 shares) and BBVA Ireland p.l.c. (42,444,444 shares). The banking syndicate may not subscribe for fewer shares than it is entitled to subscribe for. The subscription shall be made no later than 11 December 2009; the board is entitled to extend the subscription period, but oversubscription is not allowed. Shares subscribed for shall be paid for by setting off part of the company's liability to the banking syndicate as above. The banking syndicate has agreed to sell 55 per cent in total of the shares issued to the banking syndicate to Swedbank for further sale to those individuals who have subscribed for shares in the preferential rights issue at the pre-determined price of SEK 0.82 per share. Swedbank will issue call options for no consideration to those persons subscribing for shares in the preferential rights issue.
One of the conditions for the banking syndicate's commitment to subscribe for shares is for at least SEK 200 million to be received through the preferential rights issue.
Decision on reducing the share capital
The extraordinary general meeting of Rottneros resolved, conditional on the new issues being carried out, to reduce the company's share capital, currently amounting to SEK 94,216,052.50 before the new issues, to SEK 18,843,210.50, and that the amount concerned be allocated to a reserve to be used as resolved by the general meeting. The share capital will amount to SEK 153,393,886.90 after the reduction has been made and following a fully subscribed preferential rights issue and set-off issue to the banking syndicate. The number of shares after the share capital has been reduced and after a fully subscribed preferential rights issue and set-off issue to the banking syndicate will be 1,533,938,869 shares with a quota value of SEK 0.10. This reduction will be made to enable the proposed issues of shares at an issue price of less than the current quota value.
Decision on incentive programme
The general meeting resolved in accordance with the board's proposal to set up an incentive programme entailing warrants being issued in two series, namely series 2009/2011 of 15,000,000 options that, deviating from the shareholders' preferential rights, may be subscribed for by the CEO, Chief Financial Officer, Marketing Director, two Managing Directors of the subsidiaries and the Group's Technical Director, Wood Procurement Director, Purchasing Director and Director of Human Resources. Each warrant entitles the party to subscribe for one new ordinary share in Rottneros during the period 26 November 2010 up to and including 25 November 2011. The issue price per share shall correspond to 120 per cent of the average latest price paid for the company's share on NASDAQ OMX Stockholm during the period 12 November 2009 to 25 November 2009, though no less than the quota value of the share.
Warrant series 2009/2012 applies to 15,000,000 options that, deviating from the shareholders' preferential rights, may be subscribed for by the CEO, Chief Financial Officer, Marketing Director, Managing Directors of the two subsidiaries and the Group's Technical Director, Wood Procurement Director, Purchasing Director and Director of Human Resources. Each warrant entitles the party to subscribe for one new ordinary share in Rottneros during the period 26 November 2011 up to and including 25 November 2012. The issue price per share shall correspond to 130 per cent of the average latest price paid for the company's share on NASDAQ OMX Stockholm during the period 12 November 2009 to 25 November 2009, though no less than the quota value of the share.
Election of the board; board members relieved from office
The election committee of Rottneros has, in connection with the operational and financial restructuring now being undertaken by the company, discussed the requirements that will be imposed on the board. Thus, the election committee has considered the company's reduced level of operation owing to the restructuring, its development phase and other circumstances. Continuity in board work is of major importance to the company, while further efficiency is possible. For this reason, the election committee has proposed a reduction in the number of board members by two fewer members so that the board subsequently comprises four ordinary members.
In accordance with proposal of the election committee for an extraordinary general meeting, it was resolved that the board of Rottneros should comprise of four ordinary board members without deputies. The general meeting resolved to relieve Per Eiritz and Johan Holmgren from office.
Amendment of the Articles of Association
The decision to amend the Articles of Association is conditional on the general meeting resolving to reduce the share capital, a new issue of shares with preferential rights for existing shareholders and also a directed new issue of shares with set-off rights.
All decisions were unanimous.
For further information, please contact:
Rune Ingvarsson, Chairman of the Board, +46 70 288 79 76
Ole Terland, President and CEO, +46 8 590 010 00
This information is such that Rottneros must disclose in accordance with the Swedish Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 11 November 2009 at 16.30 CET.
NOTE IMPORTANT INFORMATION ON THE NEXT PAGE
In certain jurisdictions, publication or distribution of this press release may be subject to legal restrictions and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such legal restrictions.
This press release may not be announced, published or distributed to or in the United States, Canada, Australia, Hong Kong, Japan or in any other country where such procedures are subject in full or in part to legal restrictions, nor may the information in this press release be communicated, reproduced or presented in any way that is in conflict with such restrictions. Failure to follow this instruction may involve a breach of the United States Securities Act from 1933 ("Securities Act") or applicable laws in other jurisdictions.
This press release does not contain or constitute an invitation or offer to acquire, subscribe for or otherwise trade with shares, subscription rights or other securities in Rottneros AB. The invitation to the persons concerned to subscribe for shares in Rottneros AB will only take place through the Prospectus that Rottneros AB expects to be able to publish in November 2009, and this Prospectus will contain financial statements and other information on the board of directors and auditors of Rottneros AB.
Neither the subscription rights, paid subscribed shares or the new shares will be registered in accordance with the Securities Act or any other act in Canada, and may not be transferred or offered for sale in the United States or Canada, or to persons domiciled there, or on behalf of such persons, other than in such exceptional cases where registering in accordance with the Securities Act or other act in Canada is not required.
Rottneros is an independent producer of market pulp. The Group comprises the parent company Rottneros AB, listed on NASDAQ OMX Stockholm, and its subsidiaries Rottneros Bruk AB and Vallviks Bruk AB with operations involving the production and sale of market pulp. The Group also includes the wood procurement company Rottneros Baltic SIA in Latvia and the sales company Rottneros S.A. in Belgium. The Rottneros Packaging AB division produces food packaging made from paper pulp. The Group has around 350 employees and had a turnover of approximately SEK 2.9 billion in the 2008 financial year.