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Eniro announces subscription price and offer ratio for its rights offering

This press release may not be announced, published or disseminated, directly or indirectly, in the United States, Australia, Canada, Hong Kong or Japan

2009-05-25 08:00 CET

Press release (pdf)

• Shareholders in Eniro have preferential rights to subscribe for three new shares for every share held
• The subscription price is SEK 5.20 per share, which represents total rights offering proceeds of approximately SEK 2,517 million
• The subscription price corresponds to a discount of approximately 43% to the theoretical ex-rights price of SEK 9.17 based on Eniro’s volume-weighted average share price during the last ten trading days ¹ and a discount of approximately 48% to the theoretical ex-rights price of SEK 10.08 based on Eniro’s closing share price ¹ on May 22, 2009
• The subscription period runs from and including June 2, 2009, up to and including June 16, 2009
• The rights offering is fully committed and underwritten by major shareholders, external guarantors and a consortium of banks
• The rights offering is subject to approval by the Annual General Meeting to be held on May 26, 2009

¹ Eniro’s volume-weighted average share price during the ten last trading days is SEK 21.08 and the closing price on May 22, 2009 is SEK 24.70

The Board of Directors has resolved on the terms for the rights offering that was decided on April 26, 2009. For every share held in Eniro, the holder is entitled to three subscription rights. One subscription right entitles the holder to subscribe for one new share. The subscription price is SEK 5.20 per share which implies that the rights offering will raise a maximum of approximately SEK 2,517 million for Eniro, before transaction costs, through the issue of no more than 484,100,000 new shares.

The record date at the Swedish Central Securities Depository, Euroclear Sweden AB, for participation in the rights offering is May 29, 2009. The subscription period will run from and including June 2, 2009, up to and including June 16, 2009, or such later date as decided by the Board of Directors. Rights not subscribed by such date will be void and have no value. Subscription rights will be tradable on NASDAQ OMX Stockholm from June 2, 2009 through June 11, 2009.

Expected time schedule for the rights offering:

Background and rationale

Eniro is undergoing a gradual transformation from its traditional printed directories business into a growing online business. Compared to its peers, Eniro is one of the leaders in the industry in terms of online revenue contribution. Following the proposed rights offering, Eniro will be able to reach its desired debt level faster, strengthen its refinancing position and substantially improve its headroom to debt covenants. These factors combined are expected to create the financial flexibility to secure the implementation of Eniro’s strategic plan and prepare for a continued challenging economic outlook.

Commitments and underwriting

Certain major shareholders in Eniro, including Catella Kapitalförvaltning AB, Eikos, F&C Asset Management, First Swedish National Pension Fund, Fourth Swedish National Pension Fund, Futuris Asset Management AB, Second Swedish National Pension Fund and Seventh Swedish National Pension Fund have entered into agreements which include an undertaking, subject to certain conditions, to subscribe for their respective pro rata shares in the rights offering, corresponding to approximately 25% of the rights offering in total. In addition, F&C Asset Management, Fourth Swedish National Pension Fund and Catella Kapitalförvaltning AB have entered into underwriting agreements which include an undertaking to, subject to certain conditions, subscribe for shares, bringing the total amount committed and underwritten by current shareholders to approximately 32% of the rights offering. In addition, a number of Swedish and international institutional investors have agreed, subject to certain conditions, to subscribe for or purchase shares at the issue price, in an amount corresponding to 37% of the rights offering.

The remaining portion of the rights offering is, subject to certain conditions, underwritten by the Joint Lead Managers. Consequently, 100% of the rights offering is committed and underwritten.

In addition to the abovementioned commitments, a number of Swedish and international shareholders, including Fidelity International, Lannebo Fonder and Swedbank Robur and representing approximately in aggregate 12% of Eniro's share capital, have stated that they are supportive of the rights offering, and intend to vote in favor of the rights offering at the Annual General Meeting on May 26, 2009.

Share capital

The Board of Directors has, as part of the rights offering, proposed a reduction of the share capital by approximately SEK 104 million, thereby changing the shares’ quota value from SEK 1.1395 to SEK 0.50 per share.

In addition, the Board of Directors’ resolution on the rights offering requires that the share capital limits in the Articles of Association, as well as the limits regarding the number of shares are changed. Based on the terms of subscription determined by the Board of Directors, amendments in accordance with the Board of Directors’ proposals under item 17 on the agenda for the Annual General Meeting, are necessary, which means that the share capital limits are changed to not less than SEK 300,000,000 and not more than SEK 1,200,000,000 and the limits regarding the number of shares are changed to no fewer than 600,000,000 and no more than 2,400,000,000. The Annual General Meeting notification in its entirety is available on Eniro’s website, www.eniro.com.

Reverse split of shares

The Board of Directors also proposes a reverse split 1:4 of the company’s shares following the completion of the rights offering. The reverse split will have the effect that 4 shares are consolidated into one share.

The Board of Directors further proposes that the Annual General Meeting mandates the Board of Directors to set the record date for the reverse split.

Financial and legal advisors

Ovington Financial Partners is acting as advisor to Eniro. Carnegie, Morgan Stanley, SEB Enskilda, ABN AMRO Bank N.V., London Branch, Danske Markets (Division of Danske Bank A/S), Handelsbanken Capital Markets and Nordea Markets are acting as Joint Lead Managers. White & Case LLP is acting as legal advisor to Eniro. Linklaters LLP is acting as legal advisor to the Joint Lead Managers.

For more information, please contact:

Jesper Kärrbrink, CEO, at +46 (0)8 553 31001
Jan Johansson, CFO, at +46 (0)8 553 31015
Åsa Wallenberg, Head of IR and Communications, at +46 (0)8 553 31066

Eniro is the leading directory and search company in the Nordic media market. Eniro's search database connects sellers to buyers and makes it easy to find people using Online, Offline Media and Voice channels. Eniro has operations in Sweden, Norway, Finland, Denmark and Poland.

Eniro is listed on NASDAQ OMX Stockholm and has some 5,000 employees. In 2008, revenues amounted to SEK 6,645 M, with EBITDA of SEK 2,064 M.

Stockholm, May 25 , 2009
Eniro AB (publ)

The above information has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 08.00 CET on May 25, 2009.

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 distribution of this press release in certain jurisdictions may be restricted. 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 require preparation of further prospectuses or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not 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. Eniro does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the United States, Australia, Canada, Hong Kong or Japan.

This document has not been approved by any regulatory authority. This document is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this document except on the basis of information provided in the prospectus to be published by Eniro on its website in due course.

European Economic Area

Eniro has not authorized any offer to the public of shares or rights in any Member State of the European Economic Area other than Sweden and any other jurisdiction into which the offering of shares or rights has been passported. With respect to each Member State of the European Economic Area other than Sweden (and any other jurisdiction into which the offering of shares or rights has been passported) and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken to date to make an offer to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. As a result, the shares or rights may only be offered in Relevant Member States:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity meeting two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than EUR 43 million and (3) an annual net turnover of more than EUR 50 million, as shown in its last annual or consolidated accounts; or

(c) in any other circumstances, not requiring the Company to publish a prospectus as provide under Article 3(2) of the Prospectus Directive.

For the purposes hereof, the expression an “offer to the public of Shares or Rights” in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares or rights to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State

Carnegie Investment Bank AB, Morgan Stanley & Co. International plc, SEB Enskilda, Skandinaviska Enskilda Banken AB (publ), ABN AMRO Bank N.V., London Branch, Danske Markets (Division of Danske Bank A/S), Svenska Handelsbanken AB (publ) and Nordea Bank AB (publ) (the “Joint Lead Managers”) are acting for the company and no one else in connection with the rights offering and will not be responsible to anyone other than the company for providing the protections afforded to their respective clients or for providing advice in relation to the rights offering and/or any other matter referred to in this announcement.

Each of the Joint Lead Managers accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the company and the new shares, or the rights offering, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Joint Lead Managers accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or any such statement.

Forward-Looking Statements

This press release contains forward-looking statements that reflect management’s current views with respect to certain future events and potential financial performance. Although Eniro believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Accordingly, results could differ materially from those set out in the forward-looking statements as a result of various factors.

You are advised to read this announcement and, once available the Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Eniro’s future performance and the industries in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

© Copyright Eniro AB (publ) 2010. Address: Eniro AB, SE-169 87 Stockholm, Sweden. Phone: +46 8 553 310 00  E-mail
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