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2016-08-31

NIBE resolves on a rights issue of approximately SEK 3 billion

es on a rights issue of approximately SEK 3 billion

The Board of Directors of NIBE Industrier AB (publ) (”NIBE” or the “Company”)
has resolved to launch a rights issue of approximately SEK 3 billion with
preferential rights for existing shareholders, subject to approval by an
extraordinary general meeting.

Markaryd, Sweden, 2016-08-31 08:00 CEST (GLOBE NEWSWIRE) --

-- In conjunction with the announcement of the acquisition of the Climate
Control Group (”CCG”) on May 12, 2016, NIBE announced its plans for a
rights issue relating to NIBE shares amounting to approximately SEK 3
billion, with the purpose of allowing NIBE to maintain good acquisition
capacity going forward and also henceforth be able to realise its growth
strategy.
-- The Board of Directors of NIBE resolved on the rights issue of
approximately SEK 3 billion on August 30, 2016, subject to approval by an
extraordinary general meeting to be held October 3, 2016.
-- The complete terms of the rights issue, including subscription price, are
expected to be announced at the latest on September 27, 2016. Conditional
on approval by the extraordinary general meeting, the record date for
participation in the rights issue is October 5, 2016 and the subscription
period will run from October 10, 2016, up to and including October 25,
2016.
-- Shareholders together representing 67.9 per cent of the votes in NIBE have
committed to, or expressed their intentions to, vote in favour of the
rights issue at the extraordinary general meeting October 3, 2016.
-- Subscription commitments and intentions to subscribe in the rights issue
correspond to 23.1 per cent of the rights issue.

Background and rationale
Since the beginning of the 1990s, NIBE has employed a consistent and successful
growth strategy based on organic as well as acquired growth. The growth target
is set to a yearly average of 20 per cent, half of which organic and half
acquired. The Company has a publicly announced target of reaching revenues of
SEK 20 billion by 2020, at the latest. During 2016, NIBE has completed three
significant acquisitions; all shares in Heatron in the United States, the
remaining 40 per cent of the shares in Stovax in the UK, and, most recently,
all shares in CCG in the United States. Furthermore in 2016, NIBE has announced
the completion of a number of smaller but strategically important acquisitions,
such as Air-Site in Sweden and ATE Electronics in Italy.

All acquisitions completed in 2016 have been financed with cash and using
existing credit facilities. In order to maintain good acquisition capacity
going forward and also henceforth be able to realise its growth strategy, NIBE
announced, in conjunction with the announcement of the CCG acquisition on May
12, 2016, its plans for a rights issue amounting to approximately SEK 3 billion
within due course following completion. NIBE sees additional attractive
acquisition opportunities, and the rights issue creates the financial strength
required to utilise these acquisition opportunities.

Terms of the rights issue
NIBE’s Board of Directors decided on August 30, 2016, subject to approval at
the extraordinary general meeting on October 3, 2016, to conduct a preferential
rights issue of class A and class B shares. Those who are registered as
shareholders on the record date of October 5, 2016 have preferential rights to
subscribe for new shares of the same class in proportion to their existing
shareholdings. Class A shares may only be subscribed for through the exercise
of subscription rights. Class B shares can be subscribed for without
subscription rights. If all class B shares are not subscribed for with
subscription rights, the Board shall, within the framework of the preferential
rights issue’s maximum amount, make a decision as to the allocation of class B
shares subscribed for without subscription rights, whereby such shares shall
primarily be allocated to those who subscribed for shares with subscription
rights and who have indicated that they wish to subscribe for additional
shares, whether or not they were shareholders on the record date. In the case
of over-subscription, allotment shall be made in proportion to the number of
shares that such persons have subscribed for in the preferential rights issue
with subscription rights. Secondarily, class B shares shall be allotted to
others who have registered for subscription of class B shares without
subscription rights and, in the case of over-subscription, allotment shall be
made in proportion to the number of class B shares that each one has registered
for subscription. To the extent that shares cannot be allotted as stated above,
they will be allotted by drawing lots.

Full terms and conditions of the preferential rights issue, including the
increase in share capital, number of shares issued and issue price, is expected
to be published on September 27, 2016.

The subscription period is expected to be from October 10, 2016 through October
25, 2016, or such later date as decided by the Board of Directors.

The Board of Directors’ decision regarding the preferential rights issue is
subject to approval at the Extraordinary General Meeting and subject to the
Meeting’s approval of the Board’s proposal to amend the Articles of
Association. For more information, please see the notice to attend the
extraordinary general meeting in a separate press release to be announced
shortly.

Subscription commitments and intentions to subscribe
Melker Schörling, the Company’s largest shareholder, and Gerteric Lindquist,
the Company’s Managing Director and CEO, together representing 15.5 per cent of
the capital and 28.4 per cent of the votes in NIBE, have committed to subscribe
for their respective pro rata shares of class A and class B shares in the
rights issue.

In addition, all remaining holders of shares of class A, together representing
18.6 per cent of the capital and 39.5 per cent of the votes in NIBE, have
expressed their intentions to subscribe for their respective pro rata shares of
class A shares, corresponding to 7.0 per cent of the rights issue, and have
also expressed their intentions to subscribe for class B shares corresponding
to an additional minimum of 0.6 per cent of the rights issue.

In total, subscription commitments and intentions to subscribe correspond to
23.1 per cent of the rights issue. Aforementioned shareholders, together
controlling 67.9 per cent of the votes in NIBE, have committed to vote in
favour of the rights issue at the extraordinary general meeting on October 3,
2016.

Indicative timetable for the rights issue

September Announcement of complete terms and conditions, including
27, 2016 subscription price, the number of shares to be issued and the
subscription ratio
October 3, Extraordinary general meeting to approve the rights issue resolved
2016 by the Board of Directors
October 3, Last day of trading in class B shares including right to
2016 participate in the rights issue
October 4, First day of trading in class B shares excluding right to
2016 participate in the rights issue
October 5, Record date for participation in the rights issue, i.e. holders of
2016 shares who are registered in the share register on this day will
receive subscription rights for participation in the rights issue
October 6, Estimated date for publication of the prospectus
2016
October 10 Trading in subscription rights
– October
21, 2016
October 10 Subscription period
– October
25, 2016
On or Announcement of preliminary results of the rights issue
around
October
28, 2016
On or Announcement of final results of the rights issue
around
November
2, 2016

Financial and legal advisors
Danske Bank and Handelsbanken Capital Markets are acting as financial advisors
to NIBE in connection with the rights issue. Advokatfirman Delphi is acting as
legal advisor to NIBE in connection with the rights issue.

About NIBE
NIBE is a Global Group contributing to a more sustainable world with solutions
for Indoor Climate and Comfort, as well as components and solutions for
Measuring, Controlling, and Electric Heating. NIBE has over 60 years of
experience in manufacturing products for both residential and commercial use.
It all began in southern Sweden, in the province of Småland. Today, NIBE has
operations and sales on five continents.

NIBE has cultivated a Culture of Entrepreneurship and a Passion for Conducting
Business. Investments in Sustainability-Oriented Product Development and
Corporate Acquisitions have led to significant expansion of the NIBE Group,
which had sales exceeding SEK 13 billion (approximately USD 1.5
billion/approximately Euro 1.4 billion) in 2015. Operations are pursued through
three different Business Areas: NIBE Climate Solutions, NIBE Element, and NIBE
Stoves – with over 11,000 employees in Europe, North America, Asia, and
Australia.

Since 1997, the NIBE Group has been listed under NIBE Industrier on the Nasdaq
Stockholm Exchange, Large Cap, with a secondary listing on the SIX Swiss
Exchange since 2011.

For further information, please contact:

NIBE:

Gerteric Lindquist Hans Backman
Christel Fritiofsson
Managing Director and CEO CFO
IR-contact
+46 433 73 076 +46 433 27 34 69
+46 433 73 078

This information is information that NIBE Industrier AB is obliged to make
public pursuant to the EU Market Abuse Regulation. The information was
submitted for publication through the agency of ...

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