Eniro’s rights offering fully subscribed
This press release may not be announced, published or disseminated, directly or indirectly, in the United States, Australia, Canada, Hong Kong or Japan
2009-06-18 12:16 CET
Press release (pdf)
The preliminary results of Eniro AB’s rights offering indicate that approximately 480.4 million shares, representing approximately 99.2 percent of the offered shares, were subscribed for by the exercise of subscription rights. Additionally, approximately 259.7 million shares were subscribed for without preferential rights. Thus, the rights offering is fully subscribed and the underwriting commitments do not need to be utilized. Through the rights offering Eniro will receive proceeds amounting to approximately SEK 2,517 million before transaction costs.
“I am very pleased with the preliminary outcome of the rights offering as it confirms the strong support we have from our shareholders in the strategy for long term growth. The proceeds from the rights offering will give Eniro a stronger financial position and the financial flexibility to implement this strategy, thereby strengthening the company’s position as the leading search company in the Nordic media market” says Jesper Kärrbrink, CEO of Eniro AB.
Those who have subscribed for shares without preferential rights will be allotted shares according to the principles outlined in the prospectus. Such subscribers who have been allotted shares will be notified on or around June 24, 2009. Only those who are allotted shares will be notified.
Through the rights offering Eniro’s share capital increases by SEK 242,027,994 to SEK 323,163,678. The number of shares increases by 484,055,988 to 646,327,356.
The final day for trading in paid subscribed shares (BTAs) is expected to be June 23, 2009. Note that there will be no trading in BTAs or new shares on June 24, 2009 in order to effect the conversion of BTAs into new shares. New shares subscribed for with preferential rights are expected to start trading on NASDAQ OMX Stockholm on June 25, 2009. Trading in shares subscribed without preferential rights is expected to start on June 30, 2009.
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, June 18 , 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 12:16 CET on June 18, 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.