Share Issue/Capital Change • Mar 5, 2012
Share Issue/Capital Change
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Stockholm, Sweden, March 5, 2012
Elekta sees significant potential for further growth both through expansion in emerging markets and through improved market positions in established markets.
The demand for radiation therapy is expected to grow significantly in emerging markets in coming years. Based on Elekta's early presence and favourable position in these markets, the company expects to be able to capture a large share of this growth. Elekta also aims to strengthen its market share in North America by leveraging its position as market leader in Oncology Information Software and Brachytherapy while continuing to develop its market leading position in Europe. Furthermore, Elekta sees new opportunities to improve its market position driven by the changing competitive landscape in the market.
In order to capture these opportunities, continued value creating investment in R&D and in an expanded sales and service organization in new and established markets is required. A growing presence in emerging markets is also expected to lead to an
increased need for working capital due to longer lead times from shipment to installation in these markets. In addition, Elekta continually evaluates potential acquisition targets.
Given these attractive growth opportunities in the market, and due to the volatile financial markets, Elekta has concluded that a strong financial position and a reduction in the dependence on short term bank financing would be beneficial for the strategic and financial flexibility of the company.
In comparison with other potential sources of financing, Elekta believes the convertible bonds are attractive for the company because they have a lower financing cost compared to other forms of long term debt, allow increased diversification of the company's financing instruments and because there is a perceived high interest in convertible bonds from the market. Moreover, Elekta believes the convertible bonds will present an interesting return profile for its shareholders as it enables current shareholders to participate in the continued growth of the company while at the same time offering downside protection.
The Board of Directors' resolution of a rights issue is subject to approval by an Extraordinary General Meeting to be held at 10:00 CET on Monday April 2, 2012 at the Company's premises at Kungstensgatan 18 in Stockholm. The notice of the Extraordinary General Meeting is published separately and is available at www.elekta.com.
The principal amount, interest rate and conversion price as well as the subscription terms for shareholders including the subscription price will be determined by the Board of Directors of Elekta and announced around March 30, 2012.
Holders of class A- and B-shares in Elekta will have preferential rights to subscribe for A- and B-convertible bonds respectively in proportion to their existing shareholdings (in the form of subscription rights). If all convertible bonds are not subscribed for by holders of subscription rights, shareholders will have a secondary right to subscribe for the remaining convertible bonds, regardless of class of shares. Upon sale of subscription rights, this secondary right to subscribe for convertible bonds is also passed on to the new holder. Subscriptions may also be submitted without preferential rights. The record date at Euroclear Sweden AB, for participation in the rights issue is April 5, 2012. The subscription period is as from April 11 up to and including April 25, 2012 or such later date as decided by the Board of Directors of Elekta.
Exercise of Elekta's warrants 2007/2012 and warrants 2008/2012 for subscription of Elekta shares must have been effected no later than March 16, 2012 in order for shares issued upon exercise of warrants to have rights to participate in the rights issue. Should the warrants not be exercised before March 16, 2012, the warrants will be recalculated in accordance with their terms.
Elekta intends to list the subscription rights regarding B-convertible bonds and the Bconvertible bonds on NASDAQ OMX Stockholm.
Information brochure, subscription form and pre-printed issue statement will be sent to Elekta's shareholders around April 11, 2012.
| March 5, 2012 | Announcement of the results for the first nine months 2011/12 (May – January) |
|---|---|
| March 30, 2012 | Subscription price and terms are decided by the Board of Directors and announced through a press release |
| April 2, 2012 | Extraordinary General Meeting decides on the rights issue resolved by the Board of Directors |
| April 3, 2012 | First day of trading in the shares, excluding right to participate in the rights issue |
| April 5, 2012 | Record date for participation in the rights issue, i.e. shareholders registered in the share register of Elekta as of this day will receive subscription rights for participation in the rights issue |
| Estimated date of publication of the prospectus | |
| April 11-20, 2012 | Trading in subscription rights |
| April 11-25, 2012 | Subscription period |
SEB Enskilda is acting as financial advisor to Elekta and Deutsche Bank AG and SEB Enskilda are acting as Joint Bookrunners. Hannes Snellman is acting as legal advisor to Elekta.
Elekta will host a telephone conference today, on March 5, 2012 at 10:00 CET, with President and CEO Tomas Puusepp and CFO Håkan Bergström.
To take part in the conference call, please dial in about 5-10 minutes in advance and use the access code 911604.
Håkan Bergström, CFO, Elekta AB (publ) Tel: +46 8 587 25 547, email: [email protected]
Johan Andersson Melbi, Investor Relations Manager, Elekta AB (publ) Tel: +46 702 100 451, email: [email protected]
The above information is such that Elekta AB (publ) shall make public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 07:30 CET on March 5, 2012.
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Elekta is a human care company pioneering significant innovations and clinical solutions for treating cancer and brain disorders. The company develops sophisticated, state-of-the-art tools and treatment planning systems for radiation therapy, radiosurgery and brachytherapy, as well as workflow enhancing software systems across the spectrum of cancer care.
Today, Elekta solutions in oncology and neurosurgery are used in over 6,000 hospitals worldwide. Elekta employs around 3,300 employees globally. The corporate headquarters is located in Stockholm, Sweden, and the company is listed on the Nordic Exchange under the ticker EKTAb.
These materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities to which these materials relate have not been and will not be registered under the Securities Act and there will be no public offering of the securities in the United States.
No offer or invitation to acquire securities of Elekta AB (publ) is being made by or in connection with this release. Any such offer will be made solely by means of the prospectus that Elekta AB (publ) will prepare: (i) once it has been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) in accordance with the Swedish Financial Instruments Trading Act and the Directive 2003/71/EC; and (ii) published in accordance with Swedish law, together with its English translation, (each as supplemented or amended), to, in each case, the persons entitled to receive and rely upon such documents in accordance with their respective terms.
This communication is directed in the United Kingdom solely to persons who: (i) have professional experience in matters relating to investments and who fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) are high net worth entities falling within Article 49(2)(a) to (d) of the Order and other persons to whom such communication may otherwise lawfully be made (all such persons together being referred to as the "Relevant Persons"). This communication must not be acted on or relied on by persons who are not the Relevant Persons. Any investment or investment activity to which this communication relates is available only to the Relevant Persons and will be engaged in only with the Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Deutsche Bank AG is authorized under German Banking Law (competent authority: BaFin – Federal Financial Supervisory Authority) and authorized and subject to limited regulation by the Financial Services Authority. Details about the extent of our authorization and regulation by the Financial Services Authority are available on request.
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