Terms and conditions established for ÅF's preferential rights issue: 1:4 and SEK 93 per share
For further information:
Jonas Wiström, President & CEO +46 (0)8-657 11 15/ +46 (0)70-608 12 20
Viktor Svensson, Executive Vice
President Corporate Information +46 (0)8-657 12 01/ 070-657 20 26
At an Extraordinary General Meeting of AB Ångpanneföreningen on June 15, it was decided in accordance with the Board's proposal to implement a rights issue of not more than 4,500,000 Series B shares.
The Board of ÅF, with the support of this authorization, has established the final terms and conditions for the rights issue as follows:
- Shareholders who are registered with VPC on the record date, 22 June 2006, are entitled to subscribe for one new share per four shares held.
- The subscription price is SEK 93 per Series B share.
- On full subscription, the preferential rights issue will generate SEK 300.6 M for ÅF before deduction of costs relating to the implementation of the new share issue.
ÅF currently has a total of 12,928,656 shares, distributed among 804,438 Series A shares and 12,124,218 Series B shares, which means that not more than 3,232,164 new Series B shares will be added through the rights issue. In the event of full subscription in the issue, there will be a total of 16,160,820 shares, distributed among 804,438 Series A shares and 15,356,382 Series B shares. ÅF's share capital will increase from SEK 129,286,560 to a maximum of SEK 161,608,200.
"The new share issue will restore ÅF's financial flexibility after the acquisitions of Ingemansson Technology, Enprima and Benima," says Jonas Wiström, President and CEO of ÅF. "We foresee many opportunities ahead for new profitable acquisitions."
Ångpanneföreningen's Foundation for Research & Development and Ångpanneföreningen Group Trust is positive regarding subscription in the new share issue. The foundations together own 27.4 percent of the shares and 54.3 percent of the votes in ÅF as of April 28, 2006.
Svenska Handelsbanken AB (publ) ("Handelsbanken") has guaranteed to subscribe shares not subscribed by shareholders with or without the support of subscription rights for a total amount of SEK 231,8 m. Handelsbanken's guarantee commitment is provided subject to customary terms and conditions.
Summary of terms and conditions and times for the new share issue
- The company's shareholders shall have preferential rights to subscribe for the new shares in relation to the number of shares already held.
- Series A and/or Series B shares provide entitlement for subscription for new Series B shares.
- One subscription right is provided per share.
- Four subscription rights provide the holder the right to subscribe for one new share.
- The subscription price is SEK 93 per new share.
- The record date for receiving subscription rights is 22 June 2006, and the final date for trading in the ÅF share that includes the subscription entitlement is 19 June 2006.
- Trading in subscription rights will be conducted during the period 28 June - 8 August 2006.
- The subscription period will be 28 June - 11 August 2006.
- Subscription for shares with the support of subscription rights will be through cash payment.
- The Board is entitled to extend the subscription period.
- The new shares carry entitlement to dividend payments from fiscal 2006.
A prospectus containing the terms and conditions for the rights issue and information about ÅF and its financial position is expected to be available on about 21 June 2006. The prospectus will be sent to shareholders registered with VPC on 22 June 2006.
Stockholm, 16 June 2005
Board of Directors of AB Ångpanneföreningen (publ)
Nothing in this press release shall be considered as representing an offer to invest in or in any other way trade in shares in Ångpanneföreningen. The rights issue is not directed to shareholders in the United States of America, Canada, Japan or Australia or other countries where participation requires prospectuses, registration and measures other than those defined by Swedish law. Neither of the subscription rights, paid subscribed shares nor the new shares will be registered in accordance with the United States Securities Act from 1933 ("Securities Act") or provincial law in Canada and cannot be transferred or offered for sale in the United States or in Canada or to a person domiciled there or on behalf of such a person other than in exceptional cases that do not require registration in accordance with the Securities Act or any provincial law in Canada.
The ÅF Group is a leader in technical consulting, with expertise founded on more than a century of experience. We offer highly qualified services and solutions for industrial processes, infrastructure projects and the development of products and IT systems. We are also one of the leading names in certified third-party testing and inspection work. Today, the ÅF Group has approximately 3,500 employees. Our base is in Europe, but our business and our clients are found all over the world.