· Shareholders in Cybercom will have preferential right to subscribe for four (4) new shares for every existing share held on the record date 4 October 2012
· The subscription price is SEK 0.87 per share which represents total rights issue proceeds of approximately SEK 126 million at full subscription excluding costs related to the transaction
· The rights issue is fully guaranteed by means of subscription undertakings from existing shareholders including JCE Group and by means of guarantee undertakings from external investors
· The rights issue is subject to approval by an Extraordinary General Meeting to be held on 1 October 2012
· The subscription period will run from and including 9 October up to and including 23 October 2012
On 30 August 2012, Cybercom Group AB (publ) announced that the Board of Directors has resolved on a new share issue not exceeding SEK 127 million with preferential rights for the Company's shareholders for the purpose of strengthen the company’s capital structure and thereby create prerequisites for the measures now being undertaken in Cybercom to achieve the company’s long term financial targets where focus is improved profitability and reduced net debt. The rights issue is fully guaranteed by means of subscription undertakings from existing shareholders including JCE Group and by means of guarantee undertakings from external investors.
The Board of Directors has now resolved on the subscription price and the terms for the rights issue. Shareholders in Cybercom will have preferential right to subscribe for four (4) new shares for every existing share held on the record date for the rights issue which is 4 October 2012. Each share in Cybercom shall entitle to four (4) subscription rights and one (1) subscription right entitles to subscription for one (1) new share. The subscription price has been set to SEK 0.87 per share. This corresponds to a discount of approximately 42 percent compared to the theoretical ex-right price, based on the last close price for the Cybercom share as of 26 September 2012 on NASDAQ OMX Stockholm.
If all shares are not subscribed for on the basis of subscription rights the Board of Directors shall decide on allotment to those who have subscribed without preferential right. Allotment will be made in accordance with the following: (i) firstly to those who have subscribed with subscription rights, regardless if the subscriber was a shareholder or not on the record date, and in the event of oversubscription in relation to the number of exercised subscription rights in the rights issue, and if such allotment cannot be made, it will be made by drawing of lots (ii) secondarily to those who have subscribed without subscription rights, and, in case of oversubscriptions, in relation to the number of shares each of them have subscribed for, and if such allotment cannot be made, it will be made by drawing of lots (iii) finally to the guarantors of the rights issue which Cybercom has entered into underwriting agreements with.
The total rights issue proceeds will be approximately SEK 125.6 million if the rights issue is fully subscribed, excluding costs related to the transaction. The rights issue is subject to approval by Cybercom’s Extraordinary General Meeting to be held on 1 October 2012 at 16:00 CET. The notice to extra general meeting was announced on 30 August 2012 and is available on Cybercom's website www.cybercom.se. Record date at Euroclear Sweden AB for receiving subscription rights is 4 October 2012. The subscription period will run from and including 9 October up to and including 23 October 2012 or such later date as resolved on by the Board of Directors.
Amendments of the Articles of Association
The Board of Directors' resolution on the rights issue also requires a change of the Articles of Association with regards to the limits of the share capital and the number of shares. Based on the conditions of subscription determined by the Board of Directors, amendments in accordance with the Board of Directors' proposals under item 9, alternative 2, on the agenda for the Extraordinary General Meeting, are required, which means that the share capital limits are changed from the current limits of not less than SEK 12,435,757 and not more than SEK 49,743,028 to not less than SEK 37,500,000 and not more than SEK 150,000,000 and the limits of the number of shares are changed from the current limits of not less than 12,435,757 and not more than 49,743,028 to not less than 150,000,000 and not more than 600,000,000. Consequently, the Board of Directors has resolved to withdraw the proposal according to item 9, alternative 1, on the agenda for the Extraordinary General Meeting. The notice to the general meeting in its entirety is available on Cybercom's website www.cybercom.se.
The amendments of the Articles of Association results in a decrease in the share capital prior to the rights issue and that the quota value is changed from SEK 1.00 to SEK 0.25. At full subscription in the rights issue, the share capital increases by SEK 36,087,899 to SEK 45,109,873.75.
Rights issue timetable
1 October 2012 The Extraordinary General Meeting resolves on approval of the Board of Directors’ rights issue resolution and amendments to the articles of association
2 October 2012 First day of trading in the Cybercom share excluding subscription rights
4 October 2012 Record date for allotment of subscription rights
8 October 2012 Estimated date for publication of the prospectus
9-18 October 2012 Trading in subscription rights
9-23 October 2012 Subscription period
25 October 2012 Cybercom announces the interim report for the third quarter of the financial year 2012 and the preliminary outcome of the rights issue
31 October 2012 Estimated date for announcement of the final outcome of the rights issue
Also see the press release regarding the Board’s decision on the new share issue as of 30 August 2012.
Cybercom Group AB (publ) discloses this information pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 27 September 2012, 08:30 CET.
For further information please contact:
Niklas Flyborg, President and CEO +46 70 594 96 78
Camilla Öberg, CFO +46 73 398 50 01
Kristina Cato, Communication and IR manager +46 70 864 47 02
Cybercom is an IT consulting company that assists leading companies and organisations to benefit from the opportunities of the connected world. The company’s areas of expertise span the entire ecosystem of communications services. Cybercom’s domestic market is the Nordic region, and in addition the company offers global delivery capacity for local and international business. Cybercom was founded in 1995 and has been quoted on the NASDAQ OMX Stockholm exchange since 1999.
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This press release may not be published or distributed, directly or indirectly, in or to the United States, Canada, Australia, Hong Kong, Japan or any other jurisdiction where such action is wholly or partially subject to legal restrictions. Nor may the information in this press release be forwarded, reproduced or disclosed in such a manner that contravenes such restrictions. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933 ("Securities Act") or laws applicable in other jurisdictions.
This press release does not contain or constitute an invitation or an offer to acquire, subscribe for or otherwise trade in shares, subscription rights or other securities in Cybercom Group AB (publ). Any invitation to the persons concerned to subscribe for shares in Cybercom Group AB (publ) will only be made through the prospectus Cybercom Group AB (publ) intends to publish by the beginning of October 2012.
Neither of the subscription rights, the BTAs (interim shares) or the new shares will be registered in accordance with the Securities Act or any provincial act in Canada. The subscription rights, the BTAs (interim shares) or the new shares may not, directly or indirectly, be transferred or offered for sale in the United States, Canada, Australia, Hong Kong, Japan or any other country where such action is wholly or partially subject to legal restrictions, or to persons resident there or on account of such persons other than in such exceptional cases that do not require registration in accordance with the Securities Act or any provincial act in Canada or corresponding measure according to applicable legislation in other jurisdictions.