Nordic Mines AB: Nordic Mines resolves on Rights issue of SEK 51 million and directed new issue
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Nordic Mines resolves on Rights issue of SEK 51 million and directed new issue
On 15 March 2017 the Board of Directors of Nordic Mines AB (publ) ("Nordic
Mines" or the "Company") resolved, subject to the approval by a forthcoming
extraordinary general meeting to be held on 18 April 2017, on a rights issue of
shares and warrants (Units) (the "Rights issue"). Upon full subscription of the
Rights issue, the Company will raise approximately MSEK 51 before issue
expenses.
The Rights issue in summary:
* On the record date for the Rights issue, shareholders in the Company will
for each share held in the Company receive one (1) Unit right. Three (3)
Unit rights entitles to subscription of one (1) Unit, consisting of one (1)
share and one (1) warrant.
* The subscription price is SEK 0.27 per Unit (corresponding to 0.27 SEK for
each new share). The warrants are issued without consideration.
* The warrant gives the right, during 2 April 2018 - 30 April 2018, to
subscribe for one (1) share at the lowest of the shares' quota value at the
time the warrant is utilized and 0.27 SEK.
* Upon full subscription of the Rights issue, Nordic Mines will raise
approximately MSEK 51 before issue expenses.
* The subscription period is 2 - 16 May 2017.
* Upon full utilization of the warrants in April 2018, Nordic Mines will raise
not more than approximately MSEK 51 before issue expenses, assuming a quota
value of no more than 0.27 SEK.
Notice to the extraordinary general meeting to, inter alia, approve the decision
of the issues, will be made public through a separate press release.
Lau Su Holding AB and Lao Tzu Investments AB have informed the Company about
their intention to set-off existing shareholder and short term loans of USD
1,200,000 and 250,000 respectively, including accrued interest until 16 May
2017, by subscribing for Units in the Rights issue. This corresponds to 22.0
percent and 4.7 percent respectively of the Rights issue, if fully subscribed.
The existing shareholder and short term loans of USD 1,450,000 in total,
including accrued interest, accumulate to 26.7 percent, of the Rights issue, if
fully subscribed.
Directed new issue
The Board of Directors also intends to propose the extraordinary general meeting
to approve the Board of Directors' resolution on 15 March 2017 on a directed new
issue to Lao Tzu Investments AB, a company controlled by the Company's Chairman,
Vinod Sethi, which company is not a shareholder in the Company, but hasprovided
the Company with a short term loan of USD 250,000 (the "Short Term Loan"). The
Short Term Loan provided by Lao Tzu Investments AB, together with accrued
interest until 16 May 2017, amounts to SEK 2,398,248.94 calculated with the
exchange rate 9.03 SEK / 1.00 USD as per 28 February 2017 The Board of Directors
has resolved on the directed new issue to allow Lao Tzu Investments AB to set-
off the Short Term Loan against shares in the Company to the Subscription Price,
in accordance with the terms of the Short Term Loan. The exchange rate when
calculating the amount of the Short Term Loan to be set-off against shares in
the Company shall be 9.03 SEK / 1.00 USD. The maximum size of the directed new
issue is set to 8,882,403 shares and 8,882,403 warrants.
However, the directed new issue will be conditional upon that the Rights Issue
being fully subscribed. Hence, the Board of Directors will in first hand
allocate Lao Tzu Investments AB Units in the Rights Issue, and only allocate Lao
Tzu Investments AB Units in the directed new issue if Lao Tzu Investments AB has
not been able to set-off the Short Term Loan through subscription of Units in
the Rights Issue.
Background and reasons for the Rights issue
Further development of Laiva and general corporate purposes. Detailed
information will follow this announcement shortly.
Terms and conditions of the Rights issue
On the record date for the Rights issue, shareholders in the Company will for
each share held in the Company receive one (1) Unit right. Three (3) Unit rights
entitle to subscription of one (1) Unit, consisting of one (1) share and one (1)
warrant. The subscription price is SEK 0.27 per Unit (corresponding to 0.27 SEK
for each new share). The warrants are issued without consideration. The warrant
gives the right to, during 2 April 2018 - 30 April 2018, subscribe for one (1)
share at the lowest of the shares' quota value at the time the warrant is
utilized and 0.27 SEK.
The Rights issue comprises in total a maximum of 188,574,252 shares and
188,574,252 warrants. The subscription period will be between 2 - 16 May 2017,
or such later date as resolved by the Board of Directors of the Company. The
prospectus for the Rights issue is estimated to be made public on 28 April 2017.
If the Rights issue is fully subscribed, the number of shares in Nordic Mines
will increase by 188,574,252 to 754,297,008 shares in total and the share
capital will increase by SEK 50,915,048.04. In addition there will be
188,574,252 warrants issued. Shareholders choosing not to participate in the
Rights issue will have their respective holdings diluted by 25.0 percent, upon
full subscription of the Rights issue, but will have a possibility to be
economically compensated for the dilution effect by selling their respective
Unit rights.
The Board of Directors will further propose the extraordinary general meeting to
reduce the Company's share capital with maximum SEK 96,961,993.74 to SEK
152,745,144.12, without cancellation of shares.
The Board will also propose the extraordinary general meeting to resolve upon a
bonus issue of maximum SEK 83,343,720.78, to enable to transfer additional funds
to the share capital, without the issuance of new shares, with the effect that
the share capital would be fully restored.
The Board of Directors will further propose the extraordinary general meeting to
resolve on an adjustment of the Company's articles of association lowering
limits of the share capital from SEK 200,000,000 - SEK 800,000,000 to SEK
100,000,000 - SEK 400,000,000, and amending the limits of the number of shares
from 200,000,000 - 800,000,000 to 400,000,000 - 1,600,000,000.
In addition, the Board of Directors intends to propose the extraordinary general
meeting to reduce the Company's share capital so that the quota value of the
Company's share becomes SEK 0.27. However, such reduction of the share capital
requires permission from the Swedish Companies Registration Office or the
Swedish district court.
The total Rights issue proceeds amount to a maximum of approximately MSEK 51 at
full subscription before issue expenses.
Upon full utilization of the warrants in April 2018, Nordic Mines will raise not
more than approximately MSEK 51 before issue expenses, the number of shares will
increase with 188,574,252 and the share capital by SEK 50,915,048.04, assuming a
quota value of no more than 0.27 SEK.
If the directed new issue to Lao Tzu Investments AB is fully subscribed, the
number of shares in Nordic Mines will increase by 8,882,403 to 763,179,411
shares in total. The number of warrants, if the directed new issue is fully
subscribed, increases by 8,882,403 to 197,456,655. However, as stated above, the
directed new issue will be conditional upon the Rights issue being fully
subscribed. Hence, the Board of Directors will in first hand allocate Lao Tzu
Investments AB Units in the Rights issue, and only allocate Lao Tzu Investments
AB Units in the directed new issue if Lao Tzu Investments AB has not been able
to set-off the Short Term Loan through subscription of Units in the Rights
issue.
Additional information
The Rights issue and the directed new issue are subject to the approval by the
extraordinary general meeting in Nordic Mines. An extraordinary general meeting
will be held on 18 April 2017, at 14:00 CET, at Visma Services AB,
Lindhagensgatan 94 in Stockholm, Sweden. A notice to the meeting will be made
public through a separate press release and will be available at the Company's
website www.nordicmines.com.
Indicative timetable for the Rights issue
18 April 2017 Extraordinary general meeting
25 April 2017 Last trading day including Unit rights
26 April 2017 First trading day excluding the Unit rights
The record date for participating in the Rights issue, i.e.
shareholders that are registered in the share register on this
date will receive Unit rights that entitle them to participate
27 April 2017 in the Rights issue
28 April 2017 Estimated date for publication of the prospectus
2 - 12 May 2017 Trading in Unit rights on Nasdaq Stockholm
2 - 16 May 2017 Subscription period with and without Unit rights
19 May 2017 Publication of the Rights issue's preliminary outcome
Financial and legal advisors
EVLI Bank is financial adviser and Advokatfirman Lindahl is legal adviser to
Nordic Mines in connection with the Rights issue.
For additional information, please contact:
Rune Nordström, Head of Corporate Communications and Investor Relations:
rune.nordstrom(at)nordicmines.com, +46 70 602 65 20
For more information about Nordic Mines, please visit www.nordicmines.com.
Nordic Mines AB (publ) is obligated to make this information public pursuant to
the EU.
Market Abuse Regulation. The information was submitted for publication, through
the agency of the contact person set out above, at 09.30 am CET on 15 March
2017.
IMPORTANT INFORMATION
Publication or distribution of this press release in certain jurisdictions may
be subject to restrictions according to law, and the people in jurisdictions
where this press release has been made public or distributed should inform
themselves and follow such legal restrictions. This press release does not
contain and does not constitute or form part of an invitation to acquire or
subscribe or a solicitation of any offer to buy or subscribe for shares or other
securities in Nordic Mines.
This press release may not be published or distributed, directly or indirectly,
in or into the United States, Australia, Hong Kong, Japan, Canada, New Zeeland,
South Africa or in any other jurisdiction where such distribution would be
prohibited by applicable law. The information in this press release may not be
redistributed, reproduced or passed on in ways that conflict with applicable
restrictions. Failure to comply with these restrictions may constitute a
violation of the United States Securities Act of 1933 ("Securities Act") or
applicable laws of other jurisdictions.
Forward-looking statements
This press release contains certain forward-looking statements that reflect the
Company's current perception and expectations regarding future events and
financial and operational progress, including statements regarding the Rights
Issue and statements regarding guidance, planning, prospects and strategies.
Words such as "intends", "assesses", "expects", "plans", "estimates", "can", and
other expressions that imply indications or predictions regarding future
progress or trends and that are not based on historical facts, comprise forward-
looking information. Even if the Company considers that these statements are
based on reasonable assumptions and expectations, the Company cannot provide any
guarantee that such forward-looking statements will materialize. As these
forward-looking statements include both known and unknown risks and
uncertainties, actual results may vary materially from those set forth in the
forward-looking information. Forward-looking statements in the press release
apply only at the time of publication of the press release and may be revised
with out further notice. The Company does not undertake to publish updates or
revisions of forward-looking statements as a result of new information, future
events or similar, other than those stipulated by applicable legislation or
stock market regulations.
170315 NM RIGHTS ISSUE PR ENG :
http://hugin.info/138647/R/2087822/788037.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Nordic Mines AB via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 15.03.2017 - 09:30 Uhr
Sprache: Deutsch
News-ID 530274
Anzahl Zeichen: 15256
contact information:
Town:
Stockholm
Kategorie:
Business News
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"Nordic Mines AB: Nordic Mines resolves on Rights issue of SEK 51 million and directed new issue"
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