NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SINGAPORE, SOUTH AFRICA
OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OF THIS PRESS
RELEASE WOULD BE UNLAWFUL.
The Annual General Meeting, led by Chairman of the Board Carl Bennet, decided
to:
* adopt the annual accounts for 2013
* discharge the members of the Board and the Chief Executive Officer from
liability for the financial year 2013
* grant the Board a remuneration of a total of SEK 3,175,000 to be divided
among the members for the financial year 2014, including committee work,
according to the proposal in the summons to attend
* appoint, according to the proposal in the summons to attend, the following
members to the Board until the next Annual General Meeting is held in 2015:
Carl Bennet (re-election)
Erik Gabrielson (re-election)
Göran Johnsson (re-election)
Cecilia Lager (re-election)
Magnus Nilsson (re-election)
Kerstin Paulsson (re-election)
Johan Stern (re-election)
Linus Karlsson (new election)
Anne Lenerius (new election)
* appoint, according to the proposal in the summons to attend, Carl Bennet as
Chairman of the Board
* approve the proposal given in the summons to re-elect the auditor
PricewaterhouseCoopers
* the nomination committee until the next Annual General Meeting should be
formed and perform the duties proposed in the summons to attend
* adopt the proposal for the remuneration of senior officers made by the Board
in the summons to attend
In his speech the CEO Magnus Nilsson reported on the motives for the acquisition
of Mentor Media. He also reported on Elanders' expectations on 2014 regarding
geographical sales and sales by product area. In 2014 Elanders expects that some
40 % of the sales will stem from Asia, 50 % from Europe and 10 % from Americas.
Supply Chain Solutions are expected to account for some 40 %, Print & Packaging
Solutions 40 % and e-Commerce Solutions 10 %.
The Annual General Meeting finally resolved, in accordance with the Board's
proposal, on a rights issue of approximately SEK 125 million. The issue proceeds
will be used to part-finance the acquisition of Mentor Media. As a result of the
rights issue, not more than 3,788,332 new shares are issued, of which not more
than 194,444 A-shares and not more than 3,593,888 B-shares. Six existing A- or
B-shares, respectively, entitle to subscription for one new A- or B-share,
respectively. The rights issue is guaranteed in its entirety by Carl Bennet AB.
The subscription price in the rights issue amounts to SEK 33 per share. The
record date for participation in the rights issue is 13 May 2014. Subscription
of the new shares shall be made during the period 15 May - 2 June 2014. The last
day for trading in the Elanders-share including the right to participate in the
rights issue is 8 May 2014.
A prospectus will be made public and distributed to the shareholders prior to
the commencement of the subscription period.
Minutes from the Annual General Meeting will be available on the company website
as soon as they have been verified.
Elanders AB (publ)
The Board of Directors
Carl Bennet, Chairman of the Board, Phone: +46 31 741 64 00 or
Magnus Nilsson, President and CEO, Phone: +46 31 750 07 50
Important information
This press release is not an offer for subscription of shares in Elanders. A
prospectus relating to the rights issue referred to in this press release will
be made public by the company prior to the commencement of the subscription
period. 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.
This press release may not be made public, released or distributed, directly or
indirectly, in or into the United States, Australia, Hong Kong, Japan, Canada,
Singapore, South Africa or New Zealand or any other jurisdiction in which the
distribution of this press release would be unlawful. Further, this press
release does not constitute an offer to sell new shares, paid subscribed for
shares ("BTA") or subscription rights to any person in any jurisdiction in which
it is unlawful to make such offer to such person or where such an offer would
require additional prospectuses, registration or measures other than those
pursuant to Swedish law. The prospectus, application form or other documents
associated with the rights issue may not be distributed in or to any country
where such distribution or the rights issue would require such actions set forth
in the preceding sentence or be in violation of the regulations of such
country.
The new shares, BTAs and subscription rights have not been recommended by a U.S.
federal or state securities commission or regulatory authority. No new shares,
BTAs, subscription rights or other securities issued by Elanders have been or
will be registered under the U.S. Securities Act of 1933, or under any other
securities legislation in any state of the U.S. or any province in Canada.
Accordingly, no new shares, BTAs, subscription rights or other securities issued
by Elanders may be transferred or offered for sale in the United States or
Canada, other than in such exceptional cases that do not require registration.
The securities issued in the rights issue will not be offered to the public in
the United States.
Elanders has not authorized any offer of securities to the public in any country
in the European Economic Area ("EEA") other than Sweden. In other member states
in the EEA which have implemented the Directive 2003/71/EC (the "Prospectus
Directive") (each, a "Relevant Member State"), no action has been undertaken and
will not be undertaken to make an offer of securities to the public requiring
publication of a prospectus in any Relevant Member State. As a result, the
securities may only be offered in Relevant Member States to (a) any legal entity
which is a qualified investor as defined in the Prospectus Directive; or (b) in
any other circumstances falling within Article 3(2) of the Prospectus
Directive.
The rights issue is only directed at (i) persons who are outside the United
Kingdom or (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) high net worth
entities, and other persons to whom it may lawfully be communicated, falling
within Article 49(2) of the Order (all such persons together being referred to
as "relevant persons"). The securities issued in the rights issue 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.
SEB Corporate Finance is acting for Elanders and no one else in connection with
the rights issue and will not be responsible to anyone other than Elanders for
providing the protections afforded to their respective clients or for providing
advice in relation to the rights issue.
Elanders discloses the information provided herein pursuant to the Securities
Markets Act and/or the Financial Instruments Trading Act. The information was
submitted for publication on 6 May 2014.
[HUG#1782825]
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