Report from Eniro AB Annual General Meeting
This press release may not be announced, published or disseminated, directly or indirectly, in the United States, Australia, Canada, Hong Kong or Japan
2009-05-26 17:00 CET
Press release (pdf)
- In order to enable the rights offering the Annual General Meeting resolved to reduce the Company’s share capital by SEK 103,773,504, without withdrawal of shares, for provision for a fund to be utilized according to resolution by a General Meeting as well as amend the share capital limits of the Articles of Association.
- The Annual General Meeting approved the resolution by the Board of Directors to increase the share capital by way of a rights offering with preferential right for the shareholders. The rights offering is expected to result in proceeds amounting to approximately SEK 2 517 million, prior to costs for the rights offering. The proceeds from the rights offering will be used to strengthen Eniro’s balance sheet, whereby the proceeds will, initially, be used to reduce Eniro’s debt or, be held in order to improve its liquidity. This is aimed at securing the continued implementation of Eniro’s cost-efficiency program and preparing it for an economic environment that remains challenging. The Annual General Meeting further resolved to amend the limits for the share capital and the limits for the number of shares in the Articles of Association.
- The Annual General Meeting resolved on a reverse split of shares following the completion of the rights offering. The reverse split means that four (4) shares are consolidated into one (1) share and that the limits for the number of shares in the Articles of Association are amended.
- It was resolved to not pay any dividend to the shareholders.
- Lars Berg (Chairman), Barbara Donoghue, Karin Forseke, Luca Majocchi, Mattias Miksche, Harald Strømme and Simon Waldman were reelected as members of the Board of Directors.
The rights offering approved
The Annual General Meeting resolved to approve the resolution by the Board of Directors to increase the share capital by way of a rights offering with preferential right for the shareholders. See www.eniro.com for further information regarding the rights offering.
Election of the Board of Directors
In accordance with the Nomination Committee’s proposal, the Annual General Meeting voted to leave the number of Board members unchanged at seven. The Annual General Meeting then voted to reelect Lars Berg, Barbara Donoghue, Karin Forseke, Luca Majocchi, Mattias Miksche, Harald Strømme and Simon Waldman. Lars Berg was elected Chairman of the Board.
The Annual General Meeting voted to pay a fee in the amount of SEK 1,000,000 to the Chairman of the Board of Directors and SEK 420,000 each to the members of the Board of Directors elected by the Annual General Meeting. In addition, it was resolved to pay an extra SEK 75,000 for committee work to four members, and SEK 150,000 to the Chairman of the Audit Committee for work performed.
Principles for remuneration and conditions of employment for the Company’s management
The Chairman of the Board of Directors reported on the Board’s proposed principles for remuneration and other conditions of employment for the Company’s management. The Annual General Meeting voted in accordance with the Board’s proposal.
Establishment of the Nomination Committee
In accordance with a proposal from the Nomination Committee, the Annual General Meeting resolved on the formation of the Nomination Committee: The Chairman of the Board shall contact the four largest shareholders by number of votes, each of whom will appoint a representative and, together with the Chairman, constitute the Nomination Committee until the next Annual General Meeting has been held or, as the need may arise, until a new Nomination Committee has been appointed. If any of these shareholders elects to abstain from the right to appoint a representative, this right passes to the shareholder who, after these shareholders, has the largest shareholding. The Nomination Committee appoints its own Chairman (but not the Chairman of the Board). The composition of the Nomination Committee shall be made public through a separate press release as soon as it has been appointed and not later than six months prior to the Annual General Meeting.
For more information:
Katarina Lindgren, Chief legal officer,
tel +46 8 553 313 73, mobil +46 70 671 82 82
Åsa Wallenberg, Investor Relations,
tel +46 8 553 310 66, mobil +46 70 361 34 09
www.eniro.com
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 26, 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 17.00 CET on May 26, 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.