Elanders’ rights issue of approximately 125 million kronor fully subscribed

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SINGAPORE, SOUTH AFRICA OR NEW ZEALAND OR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

Press release from Elanders AB (publ) 2014-06-09

The results of Elanders’ rights issue show that all of the Class A shares and 3,566,742 Class B shares, representing approximately 99.2 percent of the offered shares, were subscribed for with subscription rights. In addition, requests for subscription without subscription rights amounting to an additional 701,110 Class B shares have been received, representing approximately 18.5 percent of the total offer. The rights issue has thereby been oversubscribed.

The 27,130 Class B shares that were not subscribed for with subscription rights have been allocated to other subscribers in accordance with the principles outlined in the prospectus. Notification regarding such allocation is only sent to those who have been allocated shares. Consequently, the issue guarantee from Carl Bennet AB has not been exercised. Through the rights issue, Elanders will receive proceeds amounting to approximately SEK 125 million before transaction costs.

As a result of the rights issue Elanders’ share capital increases by SEK 37,883,160 to SEK 265,183,140. The total number of shares increases by 3,788,316 to 26,518,314 shares, of which 1,361,110 Class A shares and 25,157,204 Class B shares.

The new shares subscribed for with subscription rights are expected to be registered with the Swedish Companies Registration Office on or around 10 June 2014 and the new shares subscribed for without subscription rights are expected to be registered with the Swedish Companies Registration Office on or around 17 June 2014. The new shares are expected to start trading on NASDAQ OMX Stockholm on or around 19 June 2014.

For further questions, please contact
Magnus Nilsson, President and CEO, telephone: +46 (0)31-750 07 50
Andréas Wikner, CFO, telephone: +46 (0)31-750 07 50

The information in this press release has been made public according to the Swedish Securities Market Act and/or the Swedish Financial Instruments Trading Act. This information was published at 08:00 CET on 9 June 2014.

Important information
This press release is not an offer for subscription of shares in Elanders. A prospectus relating to the rights issue referred to in this press release has been made public by the company prior to the commencement of the subscription period. This press release is not a prospectus and investors should not subscribe for or purchase any securities referred to in this press release, 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, Hong Kong, Japan, Canada, Singapore, South Africa or New Zealand or 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 an offer would require additional prospectuses, registration or measures other than those pursuant to Swedish law. The prospectus, application form or 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 actions 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 by a U.S. 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, or under any other securities legislation in any state of the U.S. or any province in Canada. Accordingly, no new shares, BTAs, subscription rights or other securities issued by Elanders may be transferred or offered for sale in the United States or Canada, other than in such exceptional cases that do not require registration. The securities issued in the rights issue will not be offered to the public in the United States.

Elanders has not authorized any offer of securities to the public in any country in the European Economic Area (“EEA”) other than Sweden. In other member states in the EEA which have implemented the Directive 2003/71/EC (the “Prospectus Directive”) (each, a “Relevant Member State”), no action has been undertaken and will not be undertaken to make an offer of securities to the public requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States to (a) any legal entity which is a qualified investor as defined in the Prospectus Directive; or (b) in any other circumstances falling within Article 3(2) of the Prospectus Directive.

The rights issue is only directed at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). The securities issued in the rights issue will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

SEB Corporate Finance is acting for Elanders and no one else in connection with the rights issue and will not be responsible to anyone other than Elanders for providing the protections afforded to their respective clients or for providing advice in relation to the rights issue.