EDB ErgoGroup sets proposed terms for the rights issue
(Thomson Reuters ONE) -
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The Board of Directors of EDB ErgoGroup ASA ("EDB ErgoGroup") has set the
proposed terms of the underwritten rights issue originally announced on 29
October 2010. The Board of Directors will propose that EDB ErgoGroup's
Extraordinary General Meeting today, 19 November 2010 at 11:00 (CET), resolves
the rights issue with the following key terms:
* The share capital of EDB ErgoGroup is increased by NOK 166,008,883.25
through an issue of 94,862,219 new shares.
* The subscription price is set at NOK 9.45 per share, representing a discount
to the theoretical ex-rights price (TERP) of approximately 29.2 per cent
based on EDB ErgoGroup's closing share price of NOK 15.50 on 18 November
2010.
* The rights issue results in gross proceeds to EDB ErgoGroup of about NOK
896.5 million.
* Shareholders registered in EDB ErgoGroup's shareholder register in the
Norwegian Central Securities Depository (VPS) as of 24 November 2010 (the
"Record Date") ("Existing Shareholders") receive transferable subscription
rights that, subject to applicable law, provide preferential rights to
subscribe for and be allocated shares in the rights issue.
* Provided that the delivery of traded shares is made with ordinary settlement
T+3 in the VPS, shares acquired on or before 19 November 2010 (the "Cut-off
Date") gives the right to receive subscription rights, whereas shares
acquired from and including 22 November 2010 will not give the right to
receive subscription rights.
* Existing Shareholders will receive 11 transferable subscription rights for
every 20 existing shares held by such Existing Shareholder as of the Cut-off
Date (as appearing in the VPS on the Record Date). One subscription right
will entitle the holder to subscribe and receive allocation of one new
share. Over-subscription and subscription without subscription rights will
be permitted.
* The subscription period and the period for trading in subscription rights
will commence on 25 November 2010 and end on 9 December 2010 at 17:30 (CET).
The subscription rights will be listed on the Oslo Stock Exchange with the
ticker "EDBASA T".
Subscription rights that are not used to subscribe for new shares or that are
not sold before the expiry of the subscription period at 17:30 (CET) on 9
December 2010 will have no value and lapse without compensation to the holder.
Expected timetable for the rights issue:
Extraordinary General Meeting 19 November 2010
Share trades ex-subscription rights 22 November 2010
Record Date 24 November 2010
Subscription rights allocated to 24 November 2010
shareholders
Publication of prospectus 25 November2010
Trading in subscription rights 25 November 2010 - 9 December 2010 at
17:30 (CET)
Subscription period 25 November 2010 - 9 December 2010 at
17:30 (CET)
Allocation of offer shares and
distribution of allocation letters 15 December 2010
Payment for offer shares 20 December 2010
Delivery and listing of offer shares 22 December 2010
Posten Norge AS has pre-committed to subscribe such number of shares in the
rights issue as is necessary to achieve an ownership of 40.0 per cent post the
rights issue and Telenor Business Partner Invest AS has pre-committed to
subscribe for its pro-rata share (27.2 per cent) of the rights issue. The
remaining part of the rights issue is underwritten by a bank syndicate
consisting of DnB NOR Markets, a part of DnB NOR Bank ASA, Skandinaviska
Enskilda Banken AB (publ), Nordea Bank Norge ASA and Handelsbanken Capital
Markets, a part of Svenska Handelsbanken AB (publ).
DnB NOR Markets and SEB Enskilda have been retained as Joint Global Coordinators
and Joint Bookrunners, and Nordea Markets and Handelsbanken Capital Markets will
act as Co-Managers.
Further details of the terms of the rights issue will be included in the
prospectus, expected to be published on 25 November 2010. All information
related to the rights issue will also be made available on www.edbergogroup.com.
Investor contact in EDB ErgoGroup:
Jon A. Elde (CFO)
Tel: + 47 932 01 690
Press contact in EDB ErgoGroup:
Geir Remman, SVP Corporate Communications
Tel: + 47 970 55 017
*********
This announcement is not an offer for sale of securities in the United States.
The securities referred to herein have not been registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be
sold in the United States absent registration or pursuant to an exemption from
registration under the U.S. Securities Act. EDB ErgoGroup does not intend to
register any portion of the offering of the securities in the United States or
to conduct a public offering of the securities in the United States. Any
offering of securities will be made by means of a prospectus that may be
obtained from EDB ErgoGroup and that will contain detailed information about the
company and management, as well as financial statements. Copies of this
announcement are not being made and may not be distributed or sent into the
United States.
This communication is directed only at persons who (i) are outside of the United
Kingdom or (ii) have professional experience in matters relating to investments
or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc") of The Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment activity
to which this communication relates is available only to relevant persons and
will be engaged in only with relevant persons.
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
[HUG#1464017]
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: EDB ErgoGroup ASA via Thomson Reuters ONE
Unternehmensinformation / Kurzprofil:
Datum: 19.11.2010 - 07:02 Uhr
Sprache: Deutsch
News-ID 48928
Anzahl Zeichen: 7573
contact information:
Town:
Oslo
Kategorie:
Business News
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"EDB ErgoGroup sets proposed terms for the rights issue"
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