This press release may not be published or distributed, in whole or in part, directly or indirectly, in the United States., Canada, Japan, Hong Kong or Australia or any other country where such publication or distribution would violate applicable laws or rules or would require additional documents to be completed or registered or require any measure to be undertaken, in addition to the requirements under Swedish law. For further information, please see “Important notice” in this press release. This press release has been published in Swedish and English. In the event of any discrepancy in content between the language versions, the Swedish version shall prevail.
The Board of Directors of Cloetta AB (publ) (“Cloetta”) has today, making use of the authorisation by the Extraordinary General Meeting on 15 February 2012, resolved on a rights issue of no more than 9,440,000 A-shares and no more than 89,305,900 B-shares (Note 1). Assuming full subscription of the rights issue the proceeds will be approximately SEK 1,065 million before deduction of issue costs. The purpose of the issue is to use the proceeds of the issue as repayment of the vendor loan note that Cloetta extended to Leaf Holding S.A. as part of the purchase price for Leaf Holland B.V. (“LEAF”).
The terms and conditions of the rights issue are in summary the following:
- Subscription period: 19 March 2012 up to and including 4 April 2012.
- Subscription price: SEK 10,79 per each share. No commission will be charged.
- Record date: 15 March 2012. Last day of trading including the right to receive subscription rights is 12 March 2012. First day of trading excluding the right to receive subscription rights is 13 March 2012. Trading in subscription rights for B-shares will take place on NASDAQ OMX Stockholm.(Note 2)
- Issue volume: The offer comprises no more than 9,440,000 A-shares and no more than 89,305,900 B-shares, which means that the issue proceeds will be approximately SEK 1,065 million, before deduction of issue costs, if the rights issue is fully subscribed.
- Preferential rights: Each current A-share in Cloetta carries entitlement to one subscription right of series A, and each current B-shares carries entitlement to one subscription right of series B. One subscription right of series A or series B respectively entitles to subscribe for four new shares of the respective share class. To the extent that new shares are not subscribed for using primary preferential right, these are to be offered for subscription to all shareholders (secondary preferential right). If the subscription right (the primary preferential right) is sold, the secondary preferential right, too, is transferred to the new holder of the subscription right. In addition, investors are offered to subscribe for shares without preferential rights. The previous shareholders in LEAF, Nordic Capital Fund V (“Nordic Capital”) and funds advised by CVC Capital Partners (“CVC”), that through Leaf Holding S.A. holds 165,186,924 C-shares in Cloetta do not participate in the rights issue with primary preferential right.
Subscription commitment and guarantee agreement
AB Malfors Promotor has made a commitment to subscribe for its pro rata share of the rights issue, equivalent to approximately 51 percent (Note 3) of the new shares and a new investment in Cloetta of approximately SEK 545 million. In addition, AB Malfors Promotor, CVC and Nordic Capital (the two latter through Leaf Holding S.A.), have agreed to underwrite the remainder of the rights issue. Consequently, 100 percent of the rights issue is committed and underwritten. The underwriting commitment is done without the charging of underwriting commission.
Timetable for the rights issue
12 March 2012 Last day of trading in Cloetta’s B-shares including the right to receive subscription rights.
13 March 202 First day of trading in Cloetta’s B-shares excluding the right to receive subscription rights.
Publication of the prospectus.
15 March 2012 Record date, i.e. shareholders that are registered in the share register of Cloetta this day
will receive subscription rights to subscribe for new shares in the rights issue.
19 March – 30 March 2012 Trading in subscription rights.
19 March – 4 April 2012 Subscription period.
Around 13 April 2012 Announcement of outcome.
Advisors
Handelsbanken Capital Markets is Sole Lead Manager and Bookrunner in the rights issue and Cederquist is legal advisor to Cloetta.
For additional information contact
Jacob Broberg, Senior Vice President Corporate Communications and Investor Relations, phone +46 70 190 00 33.
The information in this press release is subject to the disclosure requirements of Cloetta AB (publ) pursuant to the Swedish Securities Market Act. The information was submitted for publication on 7 March 2012, 4.00 p.m. CET.
About Cloetta
Cloetta, founded in 1862, is a leading confectionary company in the Nordic region, the Netherlands, and Italy. In total, Cloetta products are sold in more than 50 countries worldwide. Cloetta owns some of the strongest brands on the market, e.g. Läkerol, Cloetta, Jenkki, Kexchoklad, Malaco, Sportlife, Saila, Red Band and Sperlari. Cloetta has 12 production units in six countries. Cloetta’s B-shares are traded on NASDAQ OMX Stockholm.
More information about Cloetta is available on www.cloetta.com.
Important notice
This press release is not an offer for subscription for shares in Cloetta. A prospectus relating to the rights issue referred to in this press release will be prepared and filed with the Swedish Financial Supervisory Authority. After approval and registration of the prospectus by the Swedish Financial Supervisory Authority, the prospectus will be published and made available on Cloetta’s website, subject to certain customary limitations arising from securities laws and regulations.
The distribution of this press release in certain jurisdictions may be restricted by law and persons into whose possession it or any part of it comes should inform themselves about and observe any such restrictions. The information in this press release shall not constitute an offer to sell shares or the solicitation of an offer to buy shares, nor shall there be any sale of any securities of the company in any jurisdiction.
This press release does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act or an exemption therefrom. No public offering of the securities referred to herein is being made in the United States. Copies of this announcement are not being, and may not be, distributed or sent, in whole or in part, directly or indirectly, into the United States, Australia, Canada, Hong Kong or Japan.
Handelsbanken Capital Markets is acting for Cloetta and no one else in connection with the rights issue and will not be responsible to anyone other than the company for providing the protections afforded to their respective clients or for providing advice in relation to the rights issue and/or any other matter referred to in this announcement.
Handelsbanken Capital Markets accepts no responsibility whatsoever and makes no representation or warranty, expressed or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Cloetta and the new shares, or the rights issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Handelsbanken Capital Markets accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or any such statement.
This press release has not been approved by any regulatory authority. 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 to be published by Cloetta on its website in due course.
European Economic Area
Cloetta has not authorized any offer to the public of shares or rights, as applicable, in any Member State of the European Economic Area other than Sweden. With respect to each Member State of the European Economic Area other than Sweden and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken to date to make an offer to the public of shares or subscription rights requiring a publication of a prospectus in any Relevant Member State. As a result, the shares or subscription rights, as applicable, may only be offered in Relevant Member States:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity meeting two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than EUR 43 million and (3) an annual net turnover of more than EUR 50 million, as shown in its last annual or consolidated accounts; or
(c) in any other circumstances, not requiring the company to publish a prospectus as provided under Article 3(2) of the Prospectus Directive.
For the purposes hereof, the expression an “offer to the public of shares or rights, as applicable” in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares or rights, as applicable, to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
United Kingdom
This communication is directed only at (i) persons who are outside the United Kingdom and (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) to high net worth entities falling within Article 49(2) (a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates 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.
Forward-Looking Statements
You are advised to read this announcement and, once available the prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Cloetta’s future performance and the industries in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.
Note 1 The highest number of B-shares is based on the existing number of B-shares in Cloetta, after the final day of conversion of employees’ convertibles having occurred on 25 February 2012. Since not all the holders of convertibles have decided to convert to B-shares, the highest number of B-shares that may be issued is lower than the highest number of B-shares that the authorisation allows for.
Note 2 A-shares and subscription rights for A-shares are subject to post-sale purchase rights pursuant to Cloetta’s articles of association, and will not be traded on NASDAQ OMX Stockholm.
Note 3 After dilution for new B-shares in Cloetta, issued due to employees converting their convertibles.