Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

BillerudKorsnäs AGM Information 2009

Aug 27, 2009

2893_rns_2009-08-27_114c80aa-a945-43c2-b2c3-7177b06f1900.pdf

AGM Information

Open in viewer

Opens in your device viewer

Submitted for publication on August 27, 2009, at 5.30 p.m. CET.

Press Release from the Extraordinary General Meeting of Billerud AB (publ) held on August 27, 2009

_______________________________________________________________________________ __

At the Extraordinary General Meeting held on August 27, 2009 it was inter alia resolved upon the approval of the Board's resolution on a rights issue. To facilitate the completion of the rights issue the meeting further resolved on amendment of the Articles of Association, a reduction of the share capital and a bonus issue in accordance with the below.

Resolution on amendment of the Articles of Association and reduction of the share capital

In order to facilitate the reduction of the share capital the meeting resolved on an amendment of the Articles of Association as regards the limits of the share capital. The meeting further resolved on a reduction of the share capital by SEK 400,072,822.5, without withdrawal of shares, to provisions for a fund.

Resolution on amendment of the Articles of Association and the approval of the Board's resolution on a rights issue.

The meeting resolved to amend the Articles of Association as regards the limits of the share capital as well as the limits regarding the number of shares in order to facilitate the rights issue and the bonus issue and resolved to approve the Board's resolution on the rights issue, through which the share capital can be increased with an amount of not more than SEK 257,457,850. The terms of the rights issue involves that for every existing share in Billerud the holder is entitled to one (1) subscription right, and one (1) subscription right entitles the holder to subscribe for one (1) new share. The subscription price is SEK 19 per share, which means that the rights issue will raise a maximum of approximately MSEK 978, before issue costs.

The record date at the Swedish Central Securities Depository, Euroclear Sweden AB, for participation in the rights issue is September 1, 2009. This means that the Billerud share will trade excluding preferential rights to participate in the rights issue from August 28, 2009. The subscription period will run from and including September 4 up to and including September 23, 2009 or such later date as decided by the Board of Directors. For shareholders who chose not to participate in the rights issue, there will be a

Billerud is a packaging paper company with a business concept to supply customers with innovative and high quality packaging paper. A consistent concentration on attractive market segments and a strong customer focus are cornerstones of Billerud's strategy. Billerud focuses on kraft paper and containerboard and has a world-leading position within several product segments. The company's production units are among the most cost-efficient in Europe for these products www.billerud.com

dilution effect of approximately 49 percent. However, shareholders can gain economic compensation for this dilution by selling their subscription rights.

Resolution on a bonus issue

The meeting resolved on a bonus issue without issuance of new shares, through which the share capital of the company is increased with an amount of MSEK 250. The increase in share capital shall be carried out through transfer of funds from the company's non-restricted equity according to the adopted balance sheet to the share capital of the company.

The proposals were adopted as one resolution in accordance with the Board's proposal.

Timetable for the rights issue

August 28, 2009 First day of trading in Billerud shares excluding
preferential rights to participate in the rights issue
September 1, 2009 Record date for participation in the rights issue, i.e.
shareholders registered in the share register as of
this day will receive subscription rights for
participation in the rights issue
September 1, 2009 Estimated day for publication of the prospectus
September 4, 2009 The shareholders receive a printed version of the
prospectus
September 4 –
September 18, 2009
Trading in subscription rights, i.e. shareholders who
chose not to subscribe for new shares in the rights
issue and does not want to fail to secure the value of
the subscription rights can during this period sell their
subscription rights on September 18, 2009, at the
latest.
September 4 –
September 23, 2009
Subscription period

Subscription undertakings and underwriting guarantees

Billerud's largest shareholder, Frapag Beteiligungsholding AG, and one additional of Billerud's larger shareholders, Apoteket ABs Pensionsstiftelse, supports the rights issue and have committed, provided that certain terms are met, to subscribe for their respective pro rata shares in the rights issue, corresponding to approximately 23 percent of the rights issue. In addition, Apoteket ABs Pensionsstiftelse has, provided that certain terms are met, agreed to subscribe for additional shares corresponding to approximately 4.5 percent of the rights issue, which increases the total commitment from shareholders to approximately 27 percent of the rights issue. The remainder

Billerud is a packaging paper company with a business concept to supply customers with innovative and high quality packaging paper. A consistent concentration on attractive market segments and a strong customer focus are cornerstones of Billerud's strategy. Billerud focuses on kraft paper and containerboard and has a world-leading position within several product segments. The company's production units are among the most cost-efficient in Europe for these products www.billerud.com

of the rights issue is, provided that certain terms are met, fully underwritten by Joint Lead Managers (Danske Markets, Handelsbanken Capital Markets, Nordea and SEB), whereby the rights issue as a whole is covered by subscription undertakings and guarantees.

Billerud AB (publ) The Board of Directors

Financial and legal advisors

Danske Markets, Handelsbanken Capital Markets, Nordea Corporate Finance and SEB Enskilda are acting as financial advisors and Joint Lead Managers for the rights issue and Cederquist as legal advisor to Billerud.

For further information please contact

Per Lindberg, president and CEO, +46 8 553 335 01 or +46 70 248 15 17 Bertil Carlsén, CFO, +46 8 553 335 07 or +46 73 021 10 92

The information I such that Billerud is obligated to publish under the Swedish Securities Exchange and clearing Operations Act

Billerud is a packaging paper company with a business concept to supply customers with innovative and high quality packaging paper. A consistent concentration on attractive market segments and a strong customer focus are cornerstones of Billerud's strategy. Billerud focuses on kraft paper and containerboard and has a world-leading position within several product segments. The company's production units are among the most cost-efficient in Europe for these products www.billerud.com