The Board of KappAhl resolves on terms for the new share issue
On 24 October 2012, KappAhl AB (publ) (“KappAhl” or the “Company”) announced the Board of Directors’ resolution on a new share issue.
- Shareholders in KappAhl have preferential right to subscribe for one (1) new share for every (1) existing share
- The subscription price is SEK 1.70 per share, which at full subscription represents total rights issue proceeds of approximately SEK 383 million before transaction costs
- The subscription period will run from and including 6 December 2012 up to and including 20 December 2012
- The rights issue is fully guaranteed through subscription undertakings and guarantee undertakings from existing shareholders and external guarantors
- The rights issue is subject to approval by the Annual General Meeting, which will be held on 28 November 2012
The rights issue
On 24 October 2012, KappAhl AB (publ) (“KappAhl” or the “Company”) announced the Board of Directors’ resolution on a new share issue of approximately SEK 375 million with preferential rights for the Company’s shareholders, with the purpose to strengthen the Company’s financial position and reduce the debt position through amortization of loans. The Board of Directors has now resolved on the subscription price and the terms for the rights issue.
Shareholders in KappAhl have preferential right to subscribe for one (1) new share for every (1) existing share held on the record date for the rights issue. Each share in KappAhl entitles the holder to one (1) subscription right and one (1) subscription right entitles to subscription of one (1) new share. The subscription price has been set to SEK 1.70 per share. This corresponds to a discount of approximately 47 percent compared to the theoretical ex-right price, based on the closing price of the KappAhl share on 26 November 2012 on NASDAQ OMX Stockholm. Up to 225,120,000 new shares will be issued, which at full subscription represents a share capital increase of SEK 32,160,000 to a total of SEK 64,320,000. The total rights issue proceeds will be SEK 383 million if the rights issue is fully subscribed, before costs related to the transaction.
The rights issue is subject to approval by the Annual General Meeting, which will be held in Mölndal on 28 November 2012 at 18.00 CET. The notice of the Annual General Meeting was announced on 30 October 2012 and is available on KappAhl’s website www.kappahl.com. Record date at Euroclear Sweden AB for receiving subscription rights is 3 December 2012. The subscription period runs from and including 6 December 2012 up to and including 20 December 2012 or such later date as resolved on by the Board of Directors.
Subscription and guarantee undertakings
Dutot Ltd. (Christian W. Jansson), Mellby Gård AB (Rune Andersson), Ferd AS, Jula AB and Håkan Westin, together representing approximately 34.9 percent of the votes in the Company has declared their support for the rights issue and have undertaken to vote in favour of the rights issue at the Annual General Meeting.
Dutot Ltd., Mellby Gård AB, Ferd AS, Jula AB and Håkan Westin have also undertaken to subscribe for shares corresponding to their respective pro rata share in the rights issue, which in aggregate corresponds to 34.9 percent of the rights issue.
Dutot Ltd., Ferd AS and Håkan Westin have undertaken to guarantee an amount corresponding to approximately 41.4 percent of the rights issue, meaning that existing shareholders have granted subscription undertakings and guarantee undertakings in respect of a total of approximately 76.3 percent of the rights issue. In addition, Italo Invest AB, Sawajpore AB, Mount Mitchell AB, Lindgate Industri AB and Independia AB (Jan Samuelson) have undertaken to guarantee an amount corresponding to 23.7 percent of the rights issue.
Consequently, the rights issue is fully guaranteed by means of subscription and guarantee undertakings.
Timetable for the rights issue
|28 November||The Annual General Meeting resolves the Board of Directors’ rights issue resolution|
|29 November||First day of trading in the KappAhl share excluding subscription right|
|29 November||Estimated date for publication of the prospectus|
|3 December||Record date for allotment of subscription rights|
|6 – 17 December||Trading in subscription rights|
|6 – 20 December||Subscription period (subscription through payment)|
|28 December||Estimated day for announcement of preliminary outcome of the rights issue|
Financial and legal advisors
Carnegie is acting as financial advisor and Setterwalls Advokatbyrå is acting as legal advisor to KappAhl.
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITES STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION OF THIS PRESS RELEASE WOULD BE SUBJECT TO LEGAL RESTRICTIONS.
KappAhl AB (publ) discloses the information provided here pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 27 November 2012 at 7.30 a.m.
For further information, please contact:
Johan Åberg, President and CEO, phone +46 706 09 99 73, email@example.com
Håkan Westin, Chief Financial Officer, phone +46 704 71 56 64, firstname.lastname@example.org
For further information, please contact:
Annette Björklund, Head Public Relations, phone +46 704 71 55 42, email@example.com
KappAhl was founded 1953 and is a leading Nordic fashion chain with close to 400 stores and 4 500 co-workers in Sweden, Norway, Finland, Poland and the Czech Republic. KappAhl designs, markets and sells value-for-money fashion and focus in particular on women 30-50 years of age. In 1999, KappAhl was the first fashion chain to receive environmental management standard certification. During the financial year 2011/2012, KappAhl had sales of SEK 4,6 billion. KappAhl shares are listed on the NASDAQ OMX Stockholm. Further information is available at www.kappahl.com
In certain jurisdictions, the publication or distribution of this press release may be subject to legal restrictions and persons in those jurisdictions where this press release has been published or distributed should inform themselves about and abide by such legal restrictions.
This press release may not be published or distributed, directly or indirectly, in or to the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Singapore, or South Africa or any other country where such action is wholly or partially subject to legal restrictions. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933 ("Securities Act") or laws applicable in other jurisdictions.
This press release does not contain or constitute an invitation or an offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in KappAhl AB (publ). Any invitation to the persons concerned to subscribe for shares in KappAhl AB (publ) will only be made through the prospectus that KappAhl AB (publ) intends to publish by the end of November 2012, which prospectus will contain, among other things, financial statements as well as detailed information regarding KappAhl AB (publ)’s Board of Directors and Management.
Neither of the subscription rights, the BTAs (interim shares) or the new shares will be registered in accordance with the Securities Act or any provincial act in Canada and may not be transferred or offered for sale in the United States or Canada or to persons resident there or on account of such persons other than in such exceptional cases that do not require registration in accordance with the Securities Act or any provincial act in Canada.