Correction: due to previous language version error. The information in this press release is not intended for distribution, publication or public release, directly or indirectly, in or into, Australia, Canada, Japan, the United States or any other jurisdiction where the publication or distribution of this press release may be unlawful. Please see the important notice at the end of this announcement.The Board of Directors of Alimak Group AB (publ) ("Alimak") has resolved, based on the authorization from the Extraordinary General Meeting on 23 January 2017, to launch a new share issue with preferential right for existing shareholders in order to optimize the capital structure of the company and allow for strategic initiatives by repayment of the bridge facility which was used to finance the acquisition of Avanti Wind Systems A/S.
The rights issue in brief
- The rights issue comprises no more than 10,831,572 shares. Shareholders in Alimak have preferential right to subscribe for one (1) new share per four (4) existing shares, i.e. an issue ratio of 1:4.
- The subscription price has been set to SEK 73 per new share, which results in total issue proceeds of approximately SEK 791 million before issue costs, assuming that the rights issue is fully subscribed.
- Apolus Holding AB, controlled by Triton, and Lannebo Fonder, Swedbank Robur Fonder and York Capital Management, who together control approximately 60% of the shares and votes in Alimak, have declared their intention to subscribe for their respective shares in the rights issue.[1] (http://#_ftn1)
Terms and conditions of the rights issue
Those who, on the record date 15 March 2017, are registered by Euroclear Sweden AB as shareholders in Alimak will receive one (1) subscription right for each share held in Alimak. The subscription rights entitle the holder to subscribe with preferential right for new shares, in which case four (4) subscription rights entitle to subscription of one (1) new share. In addition, the company offers the possibility to subscribe for shares without subscription rights.
Assuming that the rights issue is fully subscribed, the share capital will increase by SEK 216 631.44 through the issue of 10 831 572 new shares. The subscription price has been set to SEK 73 per new share, corresponding to total issue proceeds of approximately SEK 791 million before issue costs, provided that the rights issue is fully subscribed.
The existing shares are traded including the right to receive subscription rights up to and including 13 March 2017 and the first day of trading in shares excluding the right to receive subscription rights is 14 March 2017. The subscription period runs from and including 17 March 2017 up to and including 31 March 2017. Alimak's Board of Directors has the right to extend the subscription period which, when applicable, will be announced through a press release at the latest on 31 March 2017.
Existing shareholders who choose not to participate in the rights issue will, provided that the rights issue is fully subscribed, have their ownership diluted by approximately 20%, but are able to financially compensate for this dilution by selling their subscription rights. Unexercised subscription rights must be sold in order not to lapse without value.
If not all shares are subscribed for by exercise of subscription rights, the Board of Directors shall resolve on allotment of shares subscribed for without subscription rights as follows. Firstly, allotment shall be made to those who have applied for subscription and subscribed for shares by exercise of subscription rights, irrespective of whether the subscriber was a shareholder on the record date or not, and in case of over-subscription, in proportion to the number of subscription rights each one has exercised for subscription of shares and, in so far as this is not possible, by drawing of lots. Secondly, allotment shall be made to others who have applied for subscription without subscription rights, and, in case of over-subscription, in proportion to the number of shares stated in each subscription application and in so far as this is not possible, by drawing of lots.
Indicative timetable for the rights issue
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| 13 March | Publication of the prospectus for the rights issue |
|2017 | |
+-------------+----------------------------------------------------------------+
| 13 March | Last day of trading in the Alimak share including the right to|
|2017 | receive subscription rights |
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| 14 March | First day of trading in the Alimak share excluding the right |
|2017 |to receive subscription rights |
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| 15 March | Record date for the rights issue, that is, shareholders who |
|2017 |are registered in the share register on this date will |
| |receive subscription rights that entitle to participate in |
| |the rights issue |
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| 17-29 March| Trading in subscription rights |
|2017 | |
+-------------+----------------------------------------------------------------+
| 17 - 31 | Subscription period |
|March 2017 | |
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| 17 March - | Trading in paid subscribed shares (BTA) |
|5 April | |
|2017 | |
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| 5 April | Announcement of the outcome of the rights issue |
|2017 | |
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Advisors
Handelsbanken Capital Markets is acting as financial advisor and Hannes Snellman Attorneys is acting as legal advisor to Alimak in relation to the rights issue.
For further information, contact:
Per Ekstedt, CFO, Phone +46 8 402 14 57
Sofia Wretman, Head of Communications & IR, Phone: +46 8 402 14 41
This information is information that Alimak Group AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 18.30 CET on 8 March 2017.
About Alimak Group
Alimak Group is a world-leading provider of vertical access solutions for industrial and construction industries. With presence in more than 100 countries, Alimak develops, manufactures, sells and provides service to vertical access solutions with focus on adding customer value through greater safety, higher productivity and improved cost efficiency. The Group's products and solutions are sold under the brands Alimak Hek, CoxGomyl, Manntech and Avanti. Alimak has an installed base of more than 60,000 elevators, hoists, platforms, service lifts and building maintenance units around the world. Founded in Sweden 1948 Alimak has its headquarters in Stockholm, 12 manufacturing facilities in 8 countries and 2,400 employees around the world. www.alimakgroup.com
Important notice
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Alimak. Any invitation to the persons concerned to subscribe for shares in Alimak will only be made through the prospectus which Alimak expects to publish on 13 March 2017.
This press release may not be released, published or distributed, directly or indirectly, in or into Australia, Japan, Canada, the United States or any other jurisdiction where participation would require additional prospectuses, registration or measures besides those required by Swedish law. Nor may this press release be distributed in or into such countries or any other country or jurisdiction in which distribution requires such measures or otherwise would be in conflict with applicable regulations. Any failure to comply with the restrictions described may result in a violation of applicable securities regulations.
The subscription rights, paid subscribed shares and shares in Alimak have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities legislation of any state or other jurisdiction in the United States and no subscription rights, paid subscribed shares or shares may be offered, subscribed for, exercised, pledged, sold, resold, granted, delivered or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and in compliance with the securities legislation in the relevant state or any other jurisdiction of the United States. There will be no public offering of such securities in the United States.
The securities referred to herein have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the rights issue or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
This press release contains certain forward-looking information that reflects Alimak's present view of future events as well as financial and operational development. Words such as "intend", "assess", "expect", "may", "plan", "believe", "estimate" and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development and actual outcomes may differ materially from the statements set forth in the forward-looking information.
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[1] (http://#_ftnref1) The stated holdings are calculated as of 30 December 2016 including known changes thereafter.