Guaranteed Pre-emptive Rights Issue in SinterCast
(Thomson Reuters ONE) - * The Board of Directors proposes a pre-emptive rights issue of shares and warrants, subject to approval at an Extraordinary General Meeting (EGM) of the shareholders, to be held on 20 August 2009 * New share issue to generate SEK 23.1 million, prior to transaction costs. Additional capital will be generated in the event that the associated warrants are exercised * Term of subscription to run from 31 August to 14 September 2009 * Rights issue fully guaranteed through subscription undertakings and guarantee commitments * New Employee Option Programme to be proposed to the EGM[Stockholm, 4 August 2009] - During the 7 May 2009 Annual GeneralMeeting (AGM), SinterCast's shareholders authorised the Board ofDirectors to increase the share capital prior to the next AGM,through one or more new share issues with pre-emptive rights. Thispro-active authorisation was motivated by the overall decline inglobal automotive production and the associated delay in capitalexpenditure related to the installation of new production capacityand process control equipment throughout the foundry industry.The Managing Director's presentation at the AGM noted that SinterCastrequires series production levels of approximately 800,000 EngineEquivalents per year, plus some installation revenue, in order toachieve positive cashflow. SinterCast's series production reached750,000 Engine Equivalents during the second half of 2008, but hassince declined and stabilised at approximately 400,000 EngineEquivalents, directly paralleling the overall reductions in the widerautomotive industry. The Managing Director's AGM presentation alsonoted that the Company would immediately intensify its ongoingdiscussions with foundries in Europe, Asia and the Americas regardingnew installations, in order to quantify the near-term liquidityoutlook. While these efforts have since resulted in a successfulinstallation at the Luitpoldhütte foundry in Germany, and a hardwareupgrade/expansion at one existing installation, it has becomeapparent that decisions regarding the majority of the ongoinginstallation discussions will be delayed beyond the second-half of2009.The Board of Directors remains optimistic for additional installationrevenue in the near term and anticipates the start of seriesproduction of at least one new SinterCast-CGI engine programme during2009. Accordingly, the Board of Directors remains confident inmarket opportunities and growth potential for the Company. However,in consideration of the uncertain timing of the overall recovery inthe automotive and foundry industries, the Board of Directors judgesthat it is in the best interest of the shareholders to proceed withthe new rights issue at this time, in order to ensure the long-termsecurity of the Company and to enable the Company to take offensiveoperational actions as the market recovers. On this basis, the Boardof Directors has decided to propose a pre-emptive rights issue ofshares and warrants that initially will generate SEK 23.1 million,prior to transaction costs.Terms of the Pre-emptive Rights IssueThe Board of Directors hereby proposes to the Extraordinary GeneralMeeting of shareholders, to be held on 20 August 2009, a pre-emptiverights issue of a maximum of 925,483 new shares and 925,483 newwarrants. It is noted that a pre-emptive rights issue has alreadybeen authorised by the 7 May 2009 AGM, however, the inclusion of thewarrants in the present proposal requires a new and separate mandatefrom the shareholders. The warrants have been added to the presentproposal as an incentive to further encourage shareholderparticipation in the rights issue.According to the present proposal, shareholders will receive one (1)subscription right (unit right) for each share currently held. Everysix (6) unit rights entitle the holder to subscribe to one Unit atthe subscription price SEK 25 per Unit. Each Unit consists of one (1)share and one (1) warrant. Every two (2) warrants entitle the holderto subscribe to one (1) share at SEK 25 during the period 1-30September 2010. The subscription price represents a discount ofapproximately 40% relative to the current share price, withoutconsideration for the warrants.Units that have not been subscribed to pursuant to the pre-emptiverights will be offered to shareholders who applied to subscribe forUnits without pre-emptive rights. Such Units shall be distributedpro rata in relation to the number of Units the shareholder hassubscribed to with support of the pre-emptive rights. In additionthereto, other investors are offered to subscribe to Units withoutthe support of unit rights. The term of subscription shall run from31 August to 14 September 2009. As the proposal does not affect theshareholders' pre-emptive rights, resolution at the EGM requires asimple majority (50%) of the votes cast.Subscription Undertakings and Guarantee CommitmentAll members of the Board of Directors and senior management havedeclared their support and have undertaken to participate in thepre-emptive rights issue. Certain other shareholders have alsodeclared their support for the pre-emptive rights issue and havelikewise undertaken to participate. Additionally, certain investors,both existing shareholders and non-shareholders, have entered intoguarantee commitments. In total, the subscription undertakings andthe guarantee commitments equal the full amount of SEK 23.1 million,corresponding to 100% of the initial capital raised in thepre-emptive rights issue.Indicative Time ScheduleExtraordinary General Meeting: 20 August 2009Preliminary date for publication 24 August 2009of prospectus:Last day of trading in the shares 24 August, 2009with the right to participate inthe rights issue:First day of trading in the 25 August 2009shares without the right toparticipate in the rights issue:Record date for participation in 27 August 2009the rights issue:Trading in unit rights: 31 August to 9 September 2009Trading in paid subscribed units: 31 August 2009 until the rights issue is registered with the Swedish Companies Registration OfficeSubscription period in the rights 31 August to 14 September 2009issue:Trading in warrants: Mid-October 2009 to 27 September 2010Financial AdvisorRemium AB is acting as advisor to SinterCast in conjunction with thepre-emptive rights issue.Employee Option ProgrammeThe Board of Directors also proposes that a new employee stock optionprogramme be approved by the EGM. This proposal is motivated by thefact that the employees are effectively without a current incentiveprogramme and that the Board judges that it is critical forSinterCast, as a technology specialist company, to motivate andsecure its key staff.It is proposed that the options, which will be received free ofcharge, shall be allotted to all staff currently employed in theSinterCast Group and that an allocation be reserved for individualswho may be employed in the future. Each option will entitle theholder to subscribe to one share. The maximum number of optionsallotted shall be 300,000, of which the President & CEO will beallocated 150,000. A total of 15,000 options will be reserved tocover the social costs of the programme and 5,000 options will bereserved for new employees that may join the company during the termof the programme. The remaining options will be distributed amongthe employees, as determined by the Board of Directors. Thesubscription of shares via the options will take place annually overa four year period, with the subscription price being equivalent toan annual increase of ten (10) percent of the average volume-weightedprice paid for one SinterCast share on the Stockholm Stock Exchangeon each trading day during the period 6-19 August 2009. Thiscorresponds to a 46.5% increase over the four year term of theprogramme.The employee stock options shall be subject to a ceiling such thatany profit, at exercise, cannot exceed SEK 50 per option. Inconsideration of the time required to administer the programmefollowing the EGM, and SinterCast's internal policy preventingtrading prior to the publication of quarterly reports, the annualsubscription period is proposed to run from 1 November to 15 Decembereach year. The proposed employee option programme shall thereforeexpire on 15 December 2013 and convey the right to subscribe to: 15% of the options during the period 1 November to 15 December 2010 20% of the options during the period 1 November to 15 December 2011 25% of the options during the period 1 November to 15 December 2012 40% of the options during the period 1 November to 15 December 2013The options can only be subscribed to provided that the option-holderhas not been terminated from his or her position or voluntarily leftthe Company prior to any of the exercise periods. By entering intothe proposed option programme, all employees will automaticallyforfeit any options that may currently be held, such that there willonly be one active programme at the outset of the proposed new optionprogramme.In order to implement the option programme, the Board of Directorsproposes that the EGM resolve to undertake the issue of a total of300,000 warrants, which each convey the right to subscribe to oneshare. Based on an average volume-weighted price of SEK 40 during6-19 August 2009, and the assumption that all options will berealised at the maximum ceiling of SEK 50, the reported statutorycost for the employee options is calculated to amount toapproximately SEK 4.8 million during the 2009 to 2013 period. Withfull exercise of the options, the Company's share capital willincrease by SEK 300,000. This increase is equivalent to a dilutioneffect of approximately 5.1% of the total number of shares and votesin the Company (4.4% of the total number of shares and votes afterthe proposed rights issue and, 4.2% of the total number of shares andvotes if the warrants associated with the new rights issue areexercised). A valid resolution requires that the proposal issupported by shareholders representing at least nine-tenths (90%) ofthe votes (shares) represented at the EGM.EGM Date and LocationThe EGM will be held at 14:00 on Thursday 20 August 2009 at thepremises of Remium AB, Kungsgatan 12-14, Stockholm, Sweden.Additional InformationFurther information about the proposed new rights issue and theproposed employee stock option programme will available in the noticeto the EGM, which will be posted on the Company's website,www.sintercast.com, and published in Svenska Dagbladet and Post- ochInrikes Tidningar on 6 August 2009. The Board's complete proposalswill also be available on the Company's website as of 6 August 2009.The preliminary publication date for the prospectus related to thenew rights issue is 24 August 2009.For and on behalf of the Board of Directors,Ulla-Britt Fräjdin-HellqvistChairmanSinterCast AB (publ)Box 10203SE-100 55 StockholmSwedenTel: +46 8 660 7750e-mail: u-b.frajdin-hellqvist(at)sintercast.comImportant informationThe publication or distribution of this press release may in certainjurisdictions be subject to restrictions by law and persons in suchjurisdictions where this press release has been made public ordistributed should inform themselves about such restrictions and actaccordingly.This press release may not be announced, published or distributed,directly or indirectly, to or in the United States of America,Canada, Japan New Zealand South Africa or Australia or in any othercountry where such measure wholly or partly is subject torestrictions by law. The information in this press release may not beforwarded, reproduced or shown in any way that is in conflict withsuch restrictions. Failure to comply with this instruction mayconstitute a violation of the United States Securities Act of 1933("Securities Act") or applicable laws in other jurisdictions.Nothing in this press release shall be deemed to constitute aninvitation or an offer to invest, subscribe or otherwise deal withshares, subscription rights or other securities in SinterCast. Theinvitation to relevant persons to subscribe for shares in SinterCastwill only be made in the prospectus which SinterCast is intending tomake public on 24 August 2009. The prospectus will inter alia containaccounting records and information about the Board of Directors andthe auditor of SinterCast.Neither unit rights, nor paid and subscribed units or new shares willbe registered pursuant to the Securities Act or to any provincial lawin Canada and may not be transferred or offered for sale in theUnited States of America or Canada, or to a person domiciled in suchstate or for such persons account other in such cases, whereregistration is not required pursuant to the Securities Act or anyprovincial law in Canada.SinterCast is the world's leading supplier of process controltechnology for the reliable high volume production of CompactedGraphite Iron (CGI). With at least 75% higher tensile strength, 45%higher stiffness and approximately double the fatigue strength ofconventional grey cast iron and aluminium, CGI allows enginedesigners to improve performance, fuel economy and durability whilereducing engine weight, noise and emissions. SinterCast produces avariety of CGI components ranging from 2 kg to 17 tonnes, all usingthe same process control technology. The end-users of SinterCast-CGIcomponents include Aston Martin, Audi, Caterpillar, Chrysler, DAFTrucks, Ford, Ford-Otosan, General Electric Transportation Systems,General Motors, Hyundai, Navistar, Jaguar, Kia, Land Rover, MAN, MANB&W Diesel, Porsche, PSA Peugeot-Citroën, Renault, Rolls-Royce PowerEngineering, Toyota, Volkswagen, Volvo and Waukesha Engine. TheSinterCast share is quoted on the Small Cap segment of the NordicExchange OMX, Stockholm (Stockholmsbörsen: SINT). ENDThe news release can be downloaded from the following link:http://hugin.info/1205/R/1332486/315595.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 04.08.2009 - 08:01 Uhr
Sprache: Deutsch
News-ID 4302
Anzahl Zeichen: 0
contact information:
Town:
London
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 236 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Guaranteed Pre-emptive Rights Issue in SinterCast"
steht unter der journalistisch-redaktionellen Verantwortung von
SinterCast (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
