- Subscription price of SEK 16 per share
- Subscription ratio of 3:2, i.e. three new shares for two existing shares
- Eltel will raise approximately SEK 1,500 million
- The subscription period will run from 8 June 2017 up to and including 22 June 2017
On 2 May 2017, Eltel AB (publ) (“Eltel” or “the Company”) announced that the Board of Directors had resolved, subject to the approval by the Annual General Meeting, on a rights issue with preferential rights for the Company’s shareholders. The Board of Directors today announces the terms for the rights issue.
Through the rights issue, the Company’s share capital will increase by not more than approximately EUR 94,735,010.76 by issuance of a maximum of 93,936,357 new ordinary shares. The Company’s shareholders will have preferential rights to subscribe for new ordinary shares in proportion to their holdings on the record date of the rights issue.
The record date, i.e. the day when registered shareholders obtain subscription rights that entitle to participation in the rights issue, is 5 June 2017. The subscription period will run from 8 June 2017 up to and including 22 June 2017 or such later date as decided by the Board of Directors.
The rights issue imply that shareholders will receive three (3) subscription rights for every ordinary share held on the record date. Two (2) subscription rights will carry an entitlement to subscribe for one (1) new ordinary share. If not all of the new shares are subscribed for by exercise of subscription rights, such shares will be allocated to shareholders and others who have subscribed for new shares without the exercise of subscription rights. The new shares carry equal rights as the existing ordinary shares in the Company. The subscription price is SEK 16 per share, implying gross proceeds to Eltel of approximately SEK 1,500 million.
The rights issue is subjected to approval by the Annual General Meeting that will take place on Thursday 1 June 2017 at 14:00 in Solna Gate, conference room “Parlamentet”, Hemvärnsgatan 9, 17154 Solna, Stockholm. For further information, reference is made to the press release on 2 May 2017.
Eltel’s largest shareholders support the rights issue. Zeres Capital and The Fourth Swedish National Pension Fund (AP4) and The First Swedish National Pension Fund (AP1), together representing approximately 28% of Eltel’s share capital, have expressed their support for the rights issue and have undertaken to subscribe for their respective pro rata share of the rights issue. Furthermore, Solero Luxco S.á.r.l. (a company controlled by Triton Funds) and Swedbank Robur Fonder have expressed their intention to subscribe for their respective pro rata share of the rights issue. The main shareholders have a total ownership representing 52% of Eltel’s share capital. Danske Bank A/S, Helsinki Branch, OP Corporate Bank plc and Skandinaviska Enskilda Banken AB are acting as joint lead underwriters in connection with the rights issue and have entered into an underwriting agreement in respect of the remaining 48% of the shares to be issued in the rights issue that is conditional upon, among others, that the above mentioned shareholders in total subscribe for shares corresponding to at least 52% of the rights issue.
Preliminary timetable for the rights issue
|1 June 2017||Annual General Meeting, in order to, among others, approve the Board of Director’s resolution on the rights issue|
|2 June 2017||First day of trading in the share without right to participate in the rights issue|
|5 June 2017||Record date, shareholders who are registered in the share register this day will obtain subscription rights that entitle to participation in the rights issue|
|7 June 2017||Estimated day for publication of the prospectus|
|8–20 June 2017||Trading in subscription rights. Shareholders who do not want to subscribe for shares in the rights issue can sell their subscription rights during this period in order to realise their value|
|8–22 June 2017||Subscription period|
Financial and legal advisors
Danske Bank A/S, Danmark, Sverige Filial, OP Corporate Bank plc and Skandinaviska Enskilda Banken AB are financial advisors and Hannes Snellman Attorneys is legal advisor to Eltel in connection with the rights issue.
For more information:
VP – IR and Group Communications
Tel: +358 40 311 3009, firstname.lastname@example.org
This information is information that Eltel 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 person set out above, at 21.10 on 29 Maj 2017.
Eltel is a leading Northern European provider of technical services for critical infrastructure networks – Infranets – in the segments Power, Communication and Other, with operations throughout the Nordics, Poland and Germany. Eltel provides a broad and integrated range of services, spanning from maintenance and upgrade services to project deliveries. Eltel has a diverse contract portfolio and a loyal and growing customer base of large network owners. In 2016, Eltel net sales amounted to EUR 1.4 billion. The current number of employees is approximately 9,500. Since February 2015, Eltel is listed on Nasdaq Stockholm.
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 Eltel. Any invitation to the persons concerned to subscribe for shares in Eltel will only be made through the prospectus which Eltel expects to publish around 7 June 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 Eltel 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.
 The increase in share capital is calculated based on that the AGM, prior to approving the Board’s resolution on the rights issue, resolves, in accordance with the Board of Directors’ proposal, to reduce the Company’s share capital
 The rights issue proceeds of approximately SEK 1,500 million will be reduced by rights issue cost of approximately SEK 50 million related to issuing agent, financial and legal advisers, and other costs related to the transaction such as underwriting fees. The net amount raised by the Company will be approximately SEK 1,450 million.
 The percentages set out below are based on the total number of shares in the Company, excluding the 537,000 C-shares held by the Company