Press release from Extraordinary General Meeting, RNB RETAIL AND
BRANDS AB (publ), September 10, 200
(Thomson Reuters ONE) - Approval of the Board of Directors' resolution regarding a directedshare issue and election of board member and resolution regardingremunerationThe General Meeting approved the Board's resolution regarding adirected share issue to Konsumentföreningen Stockholm (KfS) wherebythe Company's share capital may be increased by not more than SEK34,959,350 through the issue of not more than 34,959,350 new shares.The issue price shall be SEK 6.15 per share, which entails that theshare issue will generate proceeds of approximately SEK 215 M for theCompany before issue costs. Subscription and payment for new sharesshall occur not later than September 15, 2009. Through the shareissue, KfS will become the owner of 21.1% of the shares and votingrights in the Company.[1]In conjunction with the directed share issue to KfS, Laszlo Kriss waselected as a new member of the RNB Board of Directors, and themeeting resolved to pay a director's remuneration of SEK 52,000 forthe period until the next Annual General Meeting.Laszlo Kriss, who was born in 1946, has been President of KfS since1996. He is Chairman of the Board of Atrium Ljungberg AB and a Boardmember of KfS and of MedMera Bank AB. From 1986 to 2006, Laszlo Krisswas President of various property companies, including KFFastigheter, Fastighets AB Brogatan and Atrium Fastigheter AB.Approval of the Board's resolution regarding a preferential rightsissueThe General Meeting approved the Board's resolution regarding arights issue with preferential rights for shareholders whereby theCompany's share capital may be increased by not more than SEK16,308,237 through the issue of not more than 16,308,237 new shares.The Company's shareholders shall be entitled to preferential rightsto subscribe for the new shares, whereby shareholders are entitled tosubscribe for one (1) new share for every seven (7) old shares held.The issue price shall be SEK 6.15 per share, which entails that therights issue will generate proceeds of not more than approximatelySEK 100 M for the Company before issue costs.The record day for participation in the rights issue is September 21,2009. This entails that the RNB share will be traded excluding theright to participation in the rights issue from September 17, 2009.Subscription for shares shall occur from September 25 to October 9,2009, or such later date as decided by the Board of Directors.Shareholders who choose not to participate in the rights issue willhave their holdings diluted by approximately 9.9%,[2] but will havethe opportunity to obtain financial compensation for the dilutioneffect of the preferential rights issue by selling their subscriptionrights.Torsten Jansson has undertaken to subscribe for shares in thepreferential rights issue corresponding to his holdings, which areequivalent to about 1.64% of the issue. In addition, Torsten Janssonand KfS have guaranteed that, provided that the issue is not fullysubscribed, they will subscribe for additional shares correspondingto about 38.2% of the issue, which will increase the total commitmentto about 40% of the issue.The schedule for the preferential rights issue is as follows:September 17, 2009: Estimated date for publication of prospectusSeptember 17, 2009: First date for trading in shares excluding theright to participation in the share issueSeptember 21, 2009: Record day for participation in the rights issue,meaning that shareholders registered in the shareholders' registerwill, on this date, obtain subscription rights that entailentitlement to participate in the preferential rights issueSeptember 25, 2009 - October 6, 2009: Trading of subscription rights,meaning that shareholders who do not subscribe to shares in thepreferential rights issue and do not wish to lose the value of thesubscription rights may, during this period, sell their subscriptionrightsSeptember 25, 2009 - October 9, 2009: Subscription periodFinancial and legal advisorsAccess Partners is the financial advisor to RNB. The law firm Vingeis the legal advisor.For further information, please contact:Mikael Solberg, President, RNB RETAIL AND BRANDSTel: +46 8 410 520 20, +46 768 87 20 20, e-mail:mikael.solberg(at)rnb.seCecilia Lannebo, IR, RNB RETAIL AND BRANDSTel: +46 8 410 520 45, +46 768 87 20 45, e-mail:cecilia.lannebo(at)rnb.seGunnar Bergquist, CFO, RNB RETAIL AND BRANDSTel: +46 8 410 520 01, +46 768 87 20 01, e-mail:gunnar.bergquist(at)rnb.seThis is the type of information that RNB must disclose in accordancewith the Securities Trading Act. The information was submitted forpublication at 5:00 p.m. on September 10, 2009.This press release may not be announced, published or disseminated,directly or indirectly, in the United States of America, Canada,Japan or Australia. Nothing in this press release shall be deemed toconstitute an offer to invest or otherwise deal in shares in RNB. Thecontemplated share issue will not be directed at persons domiciled orresident in the United States, Canada, Japan or Australia, or anyother country where participation requires further prospectuses orother offer documentation, registrations or other measures than whatfollows from Swedish law, except under applicable exemption. Nosecurities in RNB will be registered pursuant to the United StatesSecurities Act of 1933 or any provincial act in Canada.[1] KfS's holding of shares and voting rights assuming fullsubscription of the preferential rights issue of SEK 100 M.[2] Total dilution that also includes the directed issue to KfS willamount to about 31%.http://hugin.info/132993/R/1340747/320464.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Bereitgestellt von Benutzer: hugin
Datum: 10.09.2009 - 17:00 Uhr
Sprache: Deutsch
News-ID 5690
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