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2016-11-14

Intrum Justitia AB: Notice of Extraordinary General Meeting of theshareholders in Intrum Justitia AB (publ)

The shareholders of Intrum Justitia AB (publ) are hereby summoned to
an Extraordinary General Meeting on Wednesday 14 December 2016, at 10
a.m. at the Company's premises, Hesselmanstorg 14 in Nacka,
Stockholm, Sweden. Coffee is served from 9.30 a.m.

Participation

Shareholders who wish to attend the General Meeting shall

both be entered in the company's register of shareholders kept by Euroclear Sweden AB (not nominee-registered) by Thursday, 8 December 2016

and notify their intention to attend the meeting by Thursday, 8 December 2016 at the latest.

The notification shall be made in writing to Intrum Justitia AB,
"Extrastämma", 105 24 Stockholm, by e-mail to egm@intrum.com or by
phone +46 (8) 616 77 00. The notification shall include:

- name

- personal identity number / registration number

- telephone number (daytime)

- registered shareholding

- information on potential assistants (maximum two)

- where applicable, information on deputies or representatives

Shareholders represented by proxy shall send the written, dated and by
the shareholder signed proxy to the company in original in ample time
before the General Meeting. Attested copies of the certificate of
registration (or equivalent authorization documents) evidencing the
authority to issue the proxy, shall be enclosed if the proxy is
issued by a legal entity. A proxy form is available on the company's
website, www.intrum.com.

Shareholders whose shares are nominee-registered must have their
shares temporarily registered with Euroclear Sweden AB in their own
name. Such re-registration must be effected by Thursday, 8 December
2016. Shareholders should thus make the request via their nominee in
ample time before this date. Such registration may be temporary.

Personal data obtained from notifications, proxies and from the share
register maintained by Euroclear Sweden AB will be used for the
necessary registration and preparation of the voting list for the
General Meeting.

The shareholders are reminded of their right to ask questions to the
Board and the Managing Director at the General Meeting in accordance
with Chapter 7, Section 32 of the Swedish Companies Act.

There are in total 72,347,726 shares and votes in the company at the
time of the notice. At the day of adoption of the notice the company
does not hold any own shares.

Proposed Agenda

1 Opening of the Meeting

2 Election of Chairman of the Meeting

3 Preparation and approval of the voting list

4 Approval of the agenda

5 Election of persons to attest the accuracy of the minutes (and to count votes)

6 Determination of whether the Meeting has been duly convened

7 Proposal by the Board to:

(i) approve the combination with Lindorff; and

(ii) authorize the Board to resolve on a new issue of shares to be issued as consideration in the acquisition of Lindorff

8 Conclusion of the Meeting

Item 7 The Board's proposal to resolve to (i) approve the combination with Lindorff, and (ii) authorize the Board to resolve on a new issue of shares to be issued as consideration in the acquisition of Lindorff

The resolutions under (i) and (ii) are contingent upon each other and
are therefore proposed to be adopted as one single resolution.

(i) Approval of the combination with Lindorff

Lindorff is a leading full-service European credit management service
provider, offering services within debt collection and debt purchase
as well as payment and invoicing services. Lindorff has 4,400
employees in 13 countries with headquarters in Oslo, Norway. In 2015,
Lindorff generated EUR 534 million in net revenue. Lock TopCo AS
("Lindorff") is owned by Cidron 1748 S.à r.l. ("Cidron"), an entity
controlled by Nordic Capital Fund VIII and certain minority
shareholders (jointly, the "Lindorff Owners").

The company has on 13 November 2016 entered into a combination
agreement to combine Intrum Justitia and Lindorff. The combination is
structured as the company acquiring all shares in Lindorff, the
holding company of the Lindorff group. The consideration for the
shares in Lindorff consists of newly issued shares in the company.
Following completion of the new issue, the Lindorff Owners will own
Intrum Justitia shares corresponding to up to 47.02 percent of the
outstanding shares in the company. Based on the closing price of the
Intrum Justitia share at Nasdaq Stockholm on 11 November 2016, the
purchase price for all shares in Lindorff corresponds to SEK 17.9
billion.

The combination with Lindorff is, according to the combination
agreement, conditional upon competition approval and approvals by
relevant regulatory authorities. Furthermore, the combination is
conditional upon i.a., resolutions by the General Meeting to approve
the combination and to authorize the Board to execute a new directed
issue of shares to the Lindorff Owners in accordance with paragraph
(ii) below.

The Board considers that the timing of the transaction between Intrum
Justitia and Lindorff is favourable and that the strategic,
industrial and financial rationale between the companies is
compelling. A combination of Intrum Justitia and Lindorff would
create an industry leader with unparalleled scale and
diversification. The companies have a well-balanced business mix and
integrated service offering across the value chain, benefitting from
synergies between debt purchasing and debt collection. Further,
Intrum Justitia and Lindorff have a highly complementary geographic
footprints, sector expertise and debt purchasing platforms. The Board
therefore proposes that the General Meeting resolves to approve the
Board's resolution to combine Intrum Justitia and Lindorff on the
terms and conditions described herein.

(ii) Authorization for the Board to execute a share issue as
consideration in the acquisition of Lindorff

The Board proposes that the Board shall be authorized, until the next
Annual General Meeting, to resolve on a new issue of shares to be
used as consideration in the acquisition of Lindorff (the "Directed
Issue"). The number of new shares to be issued in the Directed Issue
shall not exceed the number of shares equivalent to 47.02 percent of
the outstanding shares in the company following the Directed Issue.

The Lindorff Owners shall be solely entitled to subscribe for shares
in the Directed Issue. The Lindorff Owners shall as payment for the
shares (contribution in kind) contribute shares in Lindorff to the
company.

Information about the subscription price will be announced after the
Board has resolved on the Directed Issue. The contribution in kind,
i.e. shares in Lindorff, will be accounted for in the company's
balance sheet at an amount based on the price for the Intrum Justitia
shares on Nasdaq Stockholm at the transaction date, i.e. the day the
company has closed the acquisition of Lindorff. The new shares will
entitle to dividend from and including the record date falling after
the record date for the dividend resolved by the 2017 Annual General
Meeting.

Special majority requirements

In accordance with the Board's proposal and the terms of the
combination agreement between Intrum Justitia and the Lindorff
Owners, the General Meeting's resolution under item 7 shall only be
valid where supported by not less than two-thirds of both the votes
cast and of the shares represented at the General Meeting.

Conditions relating to the proposed resolution under item 7

Completion of the combination with Lindorff is i.a. conditional upon
competition approval and approvals by relevant regulatory authorities
having been obtained.

Exemption from mandatory bid obligation

The transaction will trigger a mandatory bid obligation for Cidron
under the Swedish Act on Public Takeovers on the stock market (Sw.
lag 2006:451 om offentliga uppköpserbjudanden på aktiemarknaden). The
Swedish Securities Council (Sw. Aktiemarknadsnämnden) has resolved to
exempt Cidron from such mandatory bid obligation subject i.a. to that
the resolution to approve the transaction is supported by not less
than two-thirds of both the votes cast and of the shares represented
at the General Meeting.

__________________

This notice, the Board's complete proposal regarding item 7 and
information material regarding the combination of Intrum Justitia and
Lindorff will, no later than 23 November 2016 be made available at
the company at Hesselmanstorg 14 in Nacka, Sweden and on the
company's website www.intrum.com, and will be sent to the
shareholders who request this and who inform the company of their
postal address.

_____________________

Stockholm in November 2016

The Board of Intrum Justitia AB (publ)

Intrum Justitia is Europe's leading Credit Management Services (CMS)
group, offering comprehensive services, including purchase of
receivables, designed to measurably improve clients' cash flows and
long-term profitability. Founded in 1923, Intrum Justitia has some 4
000 employees and operations in 20 markets. Consolidated revenues
amounted to about SEK 5.6 billion in 2015. Intrum Justitia AB is
listed on Nasdaq Stockholm since 2002. For further information,
please visit www.intrum.com

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http://news.cision.com/intrum-justitia-ab/r/notice-of-extraordinary-gene...
http://mb.cision.com/Main/8612/2121667/589077.pdf

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