Opus Group’s board decides on rights issue terms and conditions
• Opus Group AB (publ) ("Opus Group" or "the Company") announced on November 6, 2013, that the Company had signed an agreement to acquire Envirotest and the Board had decided to conduct a rights issue of approximately SEK 150 million in order to partially finance the acquisition.
• Shareholders in Opus Group have preferential right to subscribe for one (1) new share for each thirteen (13) existing shares
• The subscription price amounts to SEK 8.50 per share, which at full subscription of the rights issue results in rights issue proceeds of approximately SEK 152.7 million before rights issue costs
• The subscription period runs from December 5, 2013 until December 19, 2013
• The rights issue is fully committed through subscription commitments, guarantee commitments and letters of intent to subscribe
• The rights issue is subject to approval at the Extraordinary General Meeting to be held November 28, 2013
The rights issue
On November 6, 2013, Opus Group published that the Company had signed an agreement to acquire Envirotest and the Board had decided to conduct a rights issue of approximately SEK 150 million in order to partially finance the acquisition. The Board has now determined the subscription price and the terms and conditions of the rights issue.
Shareholders in Opus Group have preferential right to subscribe for one (1) new shares for each thirteen (13) shares held on the record date for the rights issue. Each share in Opus Group entitles to one (1) subscription right and thirteen (13) subscription rights entitle to subscription of one (1) new share. The subscription price has been decided to SEK 8.50 per share. A maximum of 17.959.269 new shares can be issued through the rights issue, which results in an increase of the share capital of maximum SEK 359,185.38 to a total of SEK 5,028,595.54. If the rights issue is fully subscribed, the total proceeds of the rights issue will amount to SEK 152,653,786.50 before rights issue costs.
The rights issue is subject to approval at the Extraordinary General Meeting. The Extraordinary General Meeting will be held on November 28, 2013, at 15:00 at Mannheimer Swartling Advokatbyrå, Östra Hamngatan 16, 411 09 Göteborg, Sweden. Notice of the meeting was announced on November 7, 2013, in Post och Inrikes Tidningar (Post and Gazette) and is available on www.opus.se. The record date at Euroclear for receiving subscription rights is December 3, 2013. The subscription period runs from December 5, 2013, until December 19, 2013, or such later date decided by the Board. If the subscription period is extended, this will be announced by the Company through a press release at the latest on December 19, 2013.
Eight shareholders of Opus Group, including the management and the Second Swedish National Pension Fund, together representing 37.8 percent of the share capital of the Opus Group, have entered into subscription undertakings to subscribe for their pro rata share of the rights issue. Furthermore, the Second Swedish National Pension Fund and seven other shareholders have agreed to underwrite subscription for shares representing 52.9 percent of the rights issue (a guarantee commission of 5 percent of the guarantors’ respective maximum guarantee commitment is paid). Consequently, subscription commitments and guarantee commitments amount to 90.7 percent of the rights issue. In addition, Nordea Investment Funds, AMF Small Cap Fund and Länsförsäkringar Small Cap Fund, which represent 9.3 percent of the share capital of Opus Group, have expressed their intention to subscribe for their pro rata share of the rights issue. Altogether, total commitments and letters of intents amount to 100 percent of the rights issue.
Indicative timetable of the rights issue
November 28, 2013 Extraordinary General Meeting
November 28, 2013 Last day of trading in the shares including the right to participate in the rights issue
November 29, 2013 Estimated date to publish the prospectus
December 3, 2013 Record date to participate in the rights issue
December 5 – December 19, 2013 Subscription period for new shares in the rights issue
December 27, 2013 Estimated date for announcement of the outcome of the rights issue
Early 2014 Closing of the Acquisition
Swedbank Corporate Finance acts as financial adviser and Mannheimer Swartling acts as legal advisors to Opus Group in connection with the rights issue.
Gothenburg, November 26, 2013
Opus Group AB (publ)
This press info is available in Swedish at www.opus.se
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