Ferronordic Machines’ issue of preference shares oversubscribed and upsized following strong demand
The shortened application period for Ferronordic Machines AB’s (publ) (“Ferronordic Machines” or the “Company”) preference share issue has expired. The initial issue size of SEK 400 million has been increased to the maximum issue size of SEK 500 million following strong demand. As a result, in total 500,000 preference shares will be issued.
“We are very pleased with the strong demand in our preference share, both from new investors as well as from existing bondholders. This signals a substantial interest and confidence in our business and a comfort in the way Ferronordic Machines has performed in Russia since the start of operations in 2010. With the capital from the preference share issue and with new investors on board, we will continue to execute our growth strategy”, said Lars Corneliusson, CEO of Ferronordic Machines group.
On 9 October 2013 Ferronordic Machines announced that an extraordinary general meeting had resolved on a preference share issue in order to raise SEK 400 million. The intended offering initially comprised of 400,000 preference shares at a subscription price of SEK 1,000 per preference share, with a maximum of 500,000 preference shares corresponding to a maximum amount of SEK 500 million. Current bondholders under the 2011/2014 bond loan were also offered to use their bonds as payment for preference shares where one bond, with a nominal amount of SEK 1 million, could be exchanged into 1,020 preference shares.
The settlement date of the issue is 25 October 2013. Ferronordic Machines intends to apply for a listing of the preference shares at NASDAQ OMX Stockholm First North before 25 November 2013. The total issue amount is SEK 500 million of which an amount of approximately SEK 125 million will be paid by way of set-off against bonds. Consequently, in addition to the set-off amount, Ferronordic Machines will receive proceeds amounting to around SEK 375 million, before transaction costs, as a result of the new issue.
After the issue the total number of shares in Ferronordic Machines will amount to 10,500,000, of which 500,000 will be preference shares, corresponding to 0.5% of the votes and 4.8% of the total number of shares in the Company. The share capital of the Company will increase from EUR 100,000 to EUR 105,000 as a result of the issue.
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The information above has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 08.15 (CET) on 18 October 2013.
This press release is not an offering to subscribe for shares in Ferronordic Machines. A prospectus for the share issue presented in this press release will not be published or registered with the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) or any other regulatory authority as the minimum subscription in the issue is SEK 1,000,000 (for the avoidance of doubt the minimum subscription shall always exceed EUR 100,000).
The distribution of this press release may in certain jurisdictions be subject to legal restrictions, and persons who gain access to it, or part of it, should become acquainted with and comply with such legal restrictions. The information in this press release shall not constitute an offering to sell shares or encouragement to buy shares; neither shall there be any sale of the securities referred to herein in any jurisdiction in which such an offering, or encouragement to buy or sell, would require the production of prospectuses or any other offering documents, or would not be legal without registration or applicable exemptions from registration pursuant to securities legislation in such jurisdictions.
This press release neither constitutes nor represents part of an offering or encouragement of an offering to buy or subscribe for shares pursuant to the US Securities Act of 1933 ("Securities Act"), and the share may not be offered or sold in the US without registration in accordance with the Securities Act or exemptions related to it. The securities noted herein are not offered to the public in the US. Copies of this press release will not be made and it may not be distributed or sent, wholly or in part, directly or indirectly to the United States, Australia, Canada, Hong Kong or Japan, New Zealand, Switzerland, Singapore or South Africa.
Carnegie Investment Bank is acting on behalf of the Company and for no other party in connection with the share issue and will not be liable to any party for the provision of advice in connection with the share issue and/or any other matter to which reference is made in this publication.
Carnegie Investment Bank does not accept any responsibility whatsoever and does not provide any representation, warranty, pledge or guarantee, either explicitly or implicitly, regarding the content of this publication, including its accuracy, its comprehensiveness or its verification, or for any statement that has been made or is intended to be made in connection with the Company and the new shares, or share issue, and nothing in this publication is or shall be relied upon as an undertaking or commitment in this respect, irrespective of the future or the past. In accordance herewith, Carnegie Investment Bank completely disclaims liability to the extent permitted by law, as well as all liability, regardless of whether it pertains to damages, agreements or any other matter that it would otherwise have had in respect of this publication or any such statement.
This press release has not been approved by any authority. This press release is not a prospectus and investors should not subscribe for or purchase securities based only on the information herein. The Company’s articles of association, which are registered with the Swedish Companies Registration Office and are available at the Company, should be reviewed for a full understanding of the terms and conditions for the preference shares and the conversion right.
This press release contains forward-looking statements that reflect executive management’s current view of future events and potential financial development. While the Company believes that the expectations described in such statements are reasonable, there is no guarantee that these forward-looking statements will be realized or prove correct. Thus, as a result of various factors, the outcome could differ markedly from that stated in forward-looking statements. You are urged to read this press release and the Company’s articles of association and other investment presentations for a further discussion of the factors that could affect Ferronordic Machines’ future performance and the industries within which the Company is active. In the light of these risks, uncertainties and assumptions, it is possible that the events described in the forward-looking statements in this publication will not transpire.
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