Report from the extraordinary general meeting 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR CANADA OR IN ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS RELEASE WOULD BE UNLAWFUL.

Press release from Elanders AB (publ) 2016-09-23

The extraordinary general meeting in Elanders AB (publ) was held on 23 September 2016.

The meeting resolved, in accordance with the board’s proposal, on a rights issue with pre-emptive rights for existing shareholders, of approximately SEK 707 million, before costs related to the rights issue. Not more than 8,839,437 new shares are issued, of which not more than 453,703 class A shares and not more than 8,385,734 class B shares. Three existing class A or B shares, respectively, entitle to subscription for one new class A or B share, respectively. The rights issue is guaranteed in its entirety by Carl Bennet AB.

The subscription price is SEK 80 per share. The record date for participation in the rights issue is 30 September 2016. Subscription for the new shares shall be made during the period 3-17 October 2016. The last day for trading in the Elanders share including the right to participate in the rights issue is 28 September 2016.

A prospectus will be made public prior to the commencement of the subscription period.

For further information, please contact:
Magnus Nilsson, President and CEO, telephone: +46 31 750 07 50
Andréas Wikner, CFO, telephone: +46 31 750 07 50

Important information
This press release is not an offer to subscribe for shares in Elanders and investors should not subscribe for or purchase any securities, except on the basis of information provided in the prospectus.

This press release may not be made public, released or distributed, directly or indirectly, in or into the United States, Australia, Japan or Canada or in any other jurisdiction in which the distribution of this press release would be unlawful. Further, this press release does not constitute an offer to sell new shares, paid subscribed for shares (“BTA”) or subscription rights to any person in any jurisdiction in which it is unlawful to make such offer to such person or where such action would require additional prospectuses, registration or other measures other than those pursuant to Swedish law. The prospectus, application form and other documents associated with the rights issue may not be distributed in or to any country where such distribution or the rights issue would require such measures set forth in the preceding sentence or be in violation of the regulations of such country.

The new shares, BTAs and subscription rights have not been recommended or approved by any United States federal or state securities commission or regulatory authority. No new shares, BTAs, subscription rights or other securities issued by Elanders have been or will be registered under the U.S. Securities Act of 1933, as amended, or under the securities legislation in any state of the United States, and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements. There is no intention to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.

The Company has not authorized any offer of the securities referred to herein to the public in any country in the European Economic Area (“EEA”) other than Sweden. In other member states in the EEA, the securities may only be offered to (a) any legal entity which is a qualified investor as defined in the Directive 2003/71/EC (the “Prospectus Directive”); or (b) any person falling within Article 3(2) of the Prospectus Directive.

In the United Kingdom, this communication is only being distributed to, and is only directed at “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) investment professionals falling within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Any person who is not a relevant person should not take any action on the basis of this communication and should not act or rely on it or any of its contents.