At the Extraordinary General Meeting held on August 27, 2009 it was inter alia resolved upon the approval of the Board's resolution on a rights issue. To facilitate the completion of the rights issue the meeting further resolved on amendment of the Articles of Association, a reduction of the share capital and a bonus issue in accordance with the below.
Submitted for publication on August 27, 2009, at 5.30 p.m. CET.
Resolution on amendment of the Articles of Association and reduction of the share capital
In order to facilitate the reduction of the share capital the meeting resolved on an amendment of the Articles of Association as regards the limits of the share capital. The meeting further resolved on a reduction of the share capital by SEK 400,072,822.5, without withdrawal of shares, to provisions for a fund.
Resolution on amendment of the Articles of Association and the approval of the Board's resolution on a rights issue.
The meeting resolved to amend the Articles of Association as regards the limits of the share capital as well as the limits regarding the number of shares in order to facilitate the rights issue and the bonus issue and resolved to approve the Board's resolution on the rights issue, through which the share capital can be increased with an amount of not more than SEK 257,457,850. The terms of the rights issue involves that for every existing share in Billerud the holder is entitled to one (1) subscription right, and one (1) subscription right entitles the holder to subscribe for one (1) new share. The subscription price is SEK 19 per share, which means that the rights issue will raise a maximum of approximately MSEK 978, before issue costs.
The record date at the Swedish Central Securities Depository, Euroclear Sweden AB, for participation in the rights issue is September 1, 2009. This means that the Billerud share will trade excluding preferential rights to participate in the rights issue from August 28, 2009. The subscription period will run from and including September 4 up to and including September 23, 2009 or such later date as decided by the Board of Directors. For shareholders who chose not to participate in the rights issue, there will be a dilution effect of approximately 49 percent. However, shareholders can gain economic compensation for this dilution by selling their subscription rights.
Resolution on a bonus issue
The meeting resolved on a bonus issue without issuance of new shares, through which the share capital of the company is increased with an amount of MSEK 250. The increase in share capital shall be carried out through transfer of funds from the company's non-restricted equity according to the adopted balance sheet to the share capital of the company.
The proposals were adopted as one resolution in accordance with the Board's proposal.
Timetable for the rights issue
August 28, 2009
First day of trading in Billerud shares excluding preferential rights to participate in the rights issue
September 1, 2009
Record date for participation in the rights issue, i.e. shareholders registered in the share register as of this day will receive subscription rights for participation in the rights issue
September 1, 2009
Estimated day for publication of the prospectus
September 4, 2009
The shareholders receive a printed version of the prospectus
September 4 – September 18, 2009
Trading in subscription rights, i.e. shareholders who chose not to subscribe for new shares in the rights issue and does not want to fail to secure the value of the subscription rights can during this period sell their subscription rights on September 18, 2009, at the latest.
September 4 – September 23, 2009
Subscription undertakings and underwriting guarantees
Billerud’s largest shareholder, Frapag Beteiligungsholding AG, and one additional of Billerud’s larger shareholders, Apoteket ABs Pensionsstiftelse, supports the rights issue and have committed, provided that certain terms are met, to subscribe for their respective pro rata shares in the rights issue, corresponding to approximately 23 percent of the rights issue. In addition, Apoteket ABs Pensionsstiftelse has, provided that certain terms are met, agreed to subscribe for additional shares corresponding to approximately 4.5 percent of the rights issue, which increases the total commitment from shareholders to approximately 27 percent of the rights issue. The remainder of the rights issue is, provided that certain terms are met, fully underwritten by Joint Lead Managers (Danske Markets, Handelsbanken Capital Markets, Nordea and SEB), whereby the rights issue as a whole is covered by subscription undertakings and guarantees.
Billerud AB (publ)
The Board of Directors
Financial and legal advisors
Danske Markets, Handelsbanken Capital Markets, Nordea Corporate Finance and SEB Enskilda are acting as financial advisors and Joint Lead Managers for the rights issue and Cederquist as legal advisor to Billerud.
For further information please contact
Per Lindberg, president and CEO, +46 8 553 335 01 or +46 70 248 15 17
Bertil Carlsén, CFO, +46 8 553 335 07 or +46 73 021 10 92
The information I such that Billerud is obligated to publish under the Swedish Securities Exchange and clearing Operations Act