Opus Group AB
Opus Group’s Board of Directors resolves on a rights issue with preferential rights for existing shareholders
Opus Group AB 14.09.2012 08:55 Dissemination of a Adhoc News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- The Board of Directors of Opus Group AB (publ) ('Opus Group' or the Company') has, making use of the authorization by the Extraordinary General Meeting on September 6, 2012, resolved on a rights issue of no more than SEK 50.2 million with preferential rights for existing shareholders of Opus Group (the 'Rights Issue'). Gothenburg, 2012-09-14 08:55 CEST (GLOBE NEWSWIRE) -- The terms and conditions of the Rights Issue are in summary the following: -- Conditions: Five (5) existing shares entitle the holder to receive one (1) new share. -- Subscription price: SEK 1.30 per share. Commission will not be charged. -- Subscription period: September 25 to October 9, 2012. -- Issue volume: The Rights Issue, if fully subscribed for, will raise SEK 50.2 million before issue costs. Issue cost is estimated to amount to approx. SEK 7 million. -- The Rights Issue is 100 percent covered through subscription undertakings, declarations of subscription intentions and underwriting guarantees from existing shareholders. -- The proceeds will be used to partially finance the acquisition of 70 inspection stations from Bilprovningen. Background and rationale As part of Opus Group's growth strategy, the Company announced on July 9, 2012 that it has entered into an agreement with AB Svensk Bilprovning ('Bilprovningen') to acquire Besiktningskluster 1 AB ('Besiktningskluster 1'), consisting of 70 inspection stations with a geographic focus on Stockholm, Mälardalen and north thereof (the 'Acquisition'). The Acquisition of the 70 inspection stations establishes Opus Group in the Swedish market for vehicle inspection. Sweden has been in the forefront of vehicle inspection since the early 1960s and Bilprovningen has a high reputation internationally. Opus Group has, together with Besiktningskluster 1, good opportunities to advance with a joint platform. The Acquisition accelerates Opus Group's growth and is expected to enhance the earnings potential in both the short and long term. The purchase price for the acquired inspection stations has been estimated to amount to SEK 375 million. Closing of the Acquisition is conditional upon (i) confirmation that Besiktningskluster 1's accreditation to perform vehicle inspections will continue to apply after the Acquisition (such confirmation was obtained from Swedac on August 20, 2012) and (ii) final financing including execution of the Rights Issue. By reason of condition (ii) the Board of Directors has decided to conduct a Rights Issue, that will provide the Company with no more than SEK 50.2 million before issue costs.1 In addition, the Acquisition is intended to be financed through a credit facility of SEK 175 million and a vendor promissory note of approx. SEK 170 million provided by Bilprovningen. The vendor promissory note is intended to be completed at the date of closing of the Acquisition. Opus Group is currently negotiating the terms of the credit facility and currently only have an indicative term sheet. Terms for the Rights Issue Right to subscribe for shares Existing shareholders have a preferential right to subscribe for the new shares pro rata in proportion to the number of existing shares they own. One (1) existing share in Opus Group entitles the holder to receive one (1) subscription right. Five (5) subscription rights entitles the holder to subscribe for one (1) new share. The record date for right to participate in the rights issue is September 20, 2012. Subscription price The new shares in Opus Group will be issued at a subscription price of SEK 1.30 per new share. No commission will be charged. Subscription period September 25, 2012 up to and including October 9, 2012. The Board of Directors is entitled to extend the subscription period. Issue volume Opus Group's share capital will increase with no more than SEK 772 248,18. No more than 38 612 409 new shares will be issued, which means that Opus Group will receive an issue proceed of no more than SEK 50 196 131,70 before deduction of issue costs. Grounds for allotment In the event that not all shares have been subscribed for by exercise of subscription rights, the Board of Directors will, within the maximum amount of the Rights Issue, resolve on allotment of shares subscribed for without subscription rights, whereby such shares firstly will be allotted to those who also have subscribed for shares by exercise of subscription rights, regardless if they were shareholders on the record date or not, pro rata to the number of subscription rights that each have exercised for subscription, and secondly will be allotted to others who have notified their interest to subscribe for shares without subscription rights, pro rata to their notified interest. Any remaining shares will be allotted to the guarantors, pro rata to their guarantee undertaking. To the extent the allotment according to the above cannot be made pro rata, allotment will be made through drawing of lots. Support from the shareholders Several of the largest shareholders of Opus Group, including individuals from the Company's management, the Second Swedish National Pension Fund, Nordea Fonder, AMF Small Cap Fund and Länsförsäkringar Small Cap Fund, together representing 55,72 percent of the share capital of Opus Group, have expressed their support for the acquisition and have committed, or expressed their intention to subscribe for their pro rata share of the Rights Issue (including subscription undertakings corresponding to 44,91 percent of the Rights Issue and declarations of intention to subscribe for shares corresponding to 10,81 percent of the Rights Issue). In addition, the Second Swedish National Pension Fund and other shareholders have agreed to underwrite the remaining 44,28 percent of the Rights Issue. The Rights Issue is hence covered at 100 percent through subscription undertakings, declarations of subscription intentions and underwriting guarantees. Preliminary timetable for the Rights Issue September 18 First day of trading with shares excluding subscription rights September 20 Record date to participate in the Rights Issue Around September 24 Publication of the prospectus September 25 - October 4 Trading with subscription rights September 25 - October 9 Subscription period Around October 15 Announcement of the outcome of the Rights Issue Deal advisors Swedbank Corporate Finance acts as lead financial adviser and Mannheimer Swartling Advokatbyrå acts as legal adviser to Opus Group in connection with the Rights Issue. Gothenburg, Sweden, September 14, 2012 This press info is available in English at www.opus.se For additional information, please contact Magnus Greko President and CEO Phone: +46 31 748 34 91 E-mail: magnus.greko@opus.se Peter Stenström Investor Relations Phone: +46 765 25 84 93 E-mail: peter.stenstrom@opus.se Opus Group's Certified Adviser Thenberg & Kinde Fondkommission AB Box 2108 SE-403 12 Gothenburg Sweden Phone: +46 31 745 50 00 About Opus Group The Opus Group is in the business of developing, producing and selling products and services within Automotive Test Equipment, Vehicle Inspection Systems and Fleet Management for the global market. The Group's products include emission analyzers, diagnostic equipment and automatic test lines. Services include management of mandatory vehicle inspection programs. The Group sells its products and services in more than 50 countries all over the world and currently employs around 320 persons. The turnover for 2011 was approx. SEK 232 million. Opus Group's share is listed on First North Premier (NASDAQ OMX). IMPORTANT INFORMATION The information in this press release does not constitute an offer to acquire, subscribe or otherwise trade in shares, subscription rights or other securities in Opus Group. Any invitation to the persons concerned to subscribe for shares in Opus Group is made only through the prospectus that Opus Group expects to make public on or around 24 September 2012. This press release may not be released, published or distributed, directly or indirectly in or into the United States, Australia, Hong Kong, Canada, Japan, New Zealand, South Africa or any other jurisdiction where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, registrations or other actions in addition to what follows from Swedish law. Nor may the information in this press release be forwarded, reproduced in a manner that contravenes such restrictions or would require such requirements. Failure to comply with this instruction may result in a violation of applicable securities laws. No subscription rights, BTAs (interim shares) or new shares have or will be registered under the United States Securities Act of 1933 ('Securities Act') or securities legislation in any state or other jurisdiction in the United States and may not be offered, subscribed, pledged, sold, resold or transferred, directly or indirectly within the United States, other than pursuant to a written consent from Opus Group and an applicable exemption from the registration requirements of the Securities Act and in accordance with securities laws in relevant state or other jurisdiction in the United States. The securities are made available outside of the USA in accordance with Regulation S under the Securities Act. There will be no offer to the general public in the United States. Any offers of securities in the United States will only be made to a limited number of existing shareholders, who (i) Opus Group in its own discretion deems qualified enough to be offered securities without the risk of triggering the registration requirements of the Securities Act and (ii) have signed and submitted a so-called investor letter to Opus Group. This press release may contain certain forward-looking statements which reflect Opus Group's current view on future events and financial and operational development. Words such as 'intend', 'expect', 'anticipate', 'may', 'plan', 'estimate' and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties because they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the real outcome could differ materially from the forward-looking statements. News Source: NASDAQ OMX 14.09.2012 DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Opus Group AB Sweden Phone: Fax: E-mail: Internet: ISIN: SE0001696683 WKN: End of Announcement DGAP News-Service ---------------------------------------------------------------------------
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