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The board of ÅF-Group proposes new share issue of approximately SEK 300 M

ÅF has completed three major acquisitions: Ingemansson Technology, with 130 employees and a focus on acoustics and vibration; Enprima, which is Finland's leading energy consultant, with 270 employees; and Benima, with 500 employees in the Nordic region and active in automation and industrial IT.
The three acquisitions were made using newly issued shares and cash. The aim of the proposed rights issue is to strengthen ÅF's financial position and liquidity to thereby restore the Group's financial flexibility and secure its continuous acquisition capacity. Future acquisition capacity is of major importance for ensuring that ÅF can realize its growth strategy. The proposed rights issue will generate approximately SEK 300 M for ÅF.
Ångpanneföreningen's Foundation for Research & Development and Ångpanneföreningen Group Trust support the decision of the new share issue and is positive regarding subscription.
The proposed new share issue will be guaranteed by Handelsbanken Capital Markets.
Proposed terms and conditions
  • The Board proposes a new share issue of not more than 4,500,000 Series B shares (the number of shares that can be subscribed shall be determined by the Board in accordance with the authorization below)
  • The company's shareholders shall have preferential rights to subscribe for the new shares in relation to the number of shares already owned
  • Series A and/or Series B shares provide entitlement to new Series B shares
  • Share subscription based on subscription rights shall be made through cash payment
  • The record date for receiving subscription rights is proposed to be 22 June 2006
  • The subscription period is 28 June - 11 August 2006
  • The Board is authorized to decide, not later than 16 June 2006, on:
  • -The maximum amount by which ÅF's share capital shall be increased, that is, the number of shares in the company that are required to subscribe for a new share using preferential rights
    -Subscription price for each new share
    Proposed schedule:
    It is the Board's intention to determine the final terms and conditions for the new share issue so that the overall issue amount will total approximately SEK 300 M. The final terms and conditions will be determined and published around 15 June 2006.
    A prospectus containing the terms and conditions for the new share issue, as well as financial and other information about ÅF is expected to be distributed on or about 27 June 2006 to those who are shareholders in ÅF on 22 June 2006. The prospectus will be published and made available in accordance with Swedish practice and applicable rules.
    Shareholders in certain countries could be prevented from participating in the new share issue. Information regarding this will be available in the prospectus. 
    Handelsbanken Capital Markets is the financial advisor to ÅF in conjunction with the new share issue.
    Stockholm, 24 May 2006
    The Board of Directors of AB Ångpanneföreningen
    Nothing in this press release shall be considered as representing an offer to invest in or in any other way trading in shares in AB 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.