{"id":15782,"date":"2010-03-08T08:30:00","date_gmt":"2010-03-08T07:30:00","guid":{"rendered":"https:\/\/www.note-ems.com\/press-releases\/note-genomfor-garanterad-foretradesrattsemission-om-87-msek\/"},"modified":"2025-12-02T08:28:30","modified_gmt":"2025-12-02T07:28:30","slug":"note-through-guaranteed-preferential-rights-issue-of-87-msek","status":"publish","type":"mfn_news","link":"https:\/\/www.note-ems.com\/en\/pressmeddelande\/note-genomfor-garanterad-foretradesrattsemission-om-87-msek\/","title":{"rendered":"NOTE completes guaranteed rights issue of SEK 87 million"},"content":{"rendered":"
NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN, HONG KONG OR AUSTRALIA<\/p>\n

The Board of Directors of NOTE AB (publ) (\u201dNOTE\u201d and \u201dthe Company\u201d) has decided to carry out an underwritten rights issue of approximately SEK 87 million through the issue of new shares with preferential rights for NOTE's shareholders. The Board of Directors' decision to issue shares is conditional on approval by the Company's Extraordinary General Meeting on 7 April 2010. The new share issue is being conducted to ensure that NOTE is financially strong for its continued structural transformation and to capitalise on business opportunities on the market.<\/strong><\/div>\n

- One (1) existing share in NOTE entitles the holder to subscribe for two (2) newly issued shares at a subscription price of SEK 4.50 per share. <\/p>\n

- NOTE's Extraordinary General Meeting will be held on 7 April 2010 in Danderyd.<\/p>\n

- Subject to approval of the rights issue at the Extraordinary General Meeting, the record date for the right to participate in the rights issue will be 12 April 2010.<\/p>\n

- The rights issue is fully secured through a subscription undertaking and guarantee commitment from NOTE's major shareholders.<\/p>\n

Preliminary timetable for the rights issue
\n7 April 2010 Extraordinary General Meeting of NOTE to resolve on approval of the rights issue
\n8 April 2010 First day of trading in the share excluding the right to participate in the rights issue
\n12 April 2010 Record date, i.e. shareholders registered in the share register on this date will receive subscription rights that entitle them to participate in the rights issue
\n16 April 2010 Expected date of publication of prospectus containing further details and terms of the rights issue
\n22 April 2010 - 3 May 2010 Trading in subscription rights
\n22 April 2010 - 6 May 2010 Subscription period
\nAround 11 May 2010 Publication of the result of the rights issue
\nSecond half of May New share issue finalised<\/p>\n

Background and reasons for the rights issue
\nWhen the financial crisis hit the world in autumn 2008, NOTE's circumstances changed fundamentally. All sector and customer segments were affected virtually simultaneously, and in a short time, volumes in the company's ongoing assignments declined. NOTE also faced a structural challenge when the company's largest customer in Telecom decided to change its product portfolio. NOTE's sales declined by almost 30 per cent year on year in 2009. Despite substantial cost savings, the sales decline meant that profits were unsatisfactory. <\/p>\n

In addition to previously executed vigorous cost savings, a review of the group's units has been conducted, with the intention of even better utilising NOTE's unique strengths and competencies in the high mix\/low volume market segment. The aim is to implement cost-cutting and rationalisation measures in 2010 that will generate a positive profit effect of at least SEK 50 m measured as an annual rate. As part of this programme, NOTE will further concentrate its manufacturing units, in Sweden and internationally. The costs of these measures are estimated at some SEK 45 million, and will be charged to profit in the first quarter of 2010. In the short term, this will lead to a weakening of NOTE's equity\/assets ratio, which was 29.71 TTP3 at year-end. <\/p>\n

The new share issue is being conducted to ensure that NOTE is financially strong for its continued structural transformation, and to enable NOTE to capitalise on business opportunities in the market. In summary, the proceeds from the new share issue will be utilised to implement approved restructuring measures and continue to focus on sales growth, primarily in the Nordics, in the high mix\/low volume market segment. <\/p>\n

Terms and conditions of the rights issue
\nThe proposed new share issue entitles NOTE's existing shareholders to subscribe with preferential rights for two (2) newly issued shares at a subscription price of SEK 4.50 per share for each (1) share held in NOTE. If all shares are not subscribed for with preferential rights, shareholders and others may subscribe for shares without preferential rights. Allocation of shares subscribed for without preferential rights will primarily be made to subscribers who have also subscribed for shares with preferential rights. The record date at Euroclear Sweden AB (formerly VPC AB) for the right to participate in the rights issue with preferential rights is 12 April 2010 and the subscription period runs from 22 April 2010 up to and including 6 May 2010, or such later date as determined by the Board of Directors.<\/p>\n

The Board of Directors' resolution on the rights issue is subject to approval by the Extraordinary General Meeting to be held on Wednesday 7 April 2010 at 14:00 at Danderyds Kontorshotell, Sv\u00e4rdv\u00e4gen 21, Danderyd. As part of the new share issue, the Board of Directors has decided to present additional proposals to the Extraordinary General Meeting regarding amendments to the Articles of Association. Notice of the Extraordinary General Meeting has been published today, 8 March 2010, through a press release and will be published on 10 March 2010 in Svenska Dagbladet and Post- och Inrikes Tidningar and will also be available on the Company's website, www.note.eu.<\/p>\n

Underwriting and guarantee commitments
\nInvestment AB \u00d6resund, MGA Placeringar AB, Catella Fondf\u00f6rvaltning AB, Bruce Grant via companies, Herma Securities AB and CLS Holding plc via subsidiaries, which are some of the largest shareholders in NOTE, support the new share issue and have undertaken to vote in favour of approving the new share issue at the Extraordinary General Meeting, and to subscribe for shares in the new share issue corresponding to their respective shareholdings in NOTE, which in total corresponds to approximately 33 percent of the new share issue. Provided that certain conditions are met, the remainder of the rights issue is guaranteed by Investment AB \u00d6resund, MGA Holding AB, Catella Fondf\u00f6rvaltning AB, Herma Securities AB and CLS Holding plc via subsidiaries. The rights issue is thus fully secured through subscription undertakings and guarantee commitments.<\/p>\n

Financial and legal advisers
\nHQ Bank is acting as financial advisor and Advokatfirman Vinge is acting as legal advisor to NOTE in connection with the rights issue. <\/p>\n

For further information, please contact:
\nG\u00f6ran Jansson, Acting CEO and President of NOTE, tel. 08-568 990 06, 070-698 85 72
\nHenrik Nygren, CFO NOTE, tel. 08-568 990 03, 070-977 06 86<\/p>\n

About NOTE
\nNOTE's business concept is to offer manufacturing and logistics services for electronics-based products. NOTE is established in Sweden, Norway, Finland, the UK, Estonia, Lithuania, Poland and China. Sales for 2009 totalled SEK 1,200 m, and the group has approximately
\n1 000. For more information, please visit www.note.eu.<\/p>\n

This press release contains information that NOTE is obliged to make public pursuant to the Financial Instruments Trading Act and\/or the Securities Markets Act. This information was submitted for publication at 8:30 a.m. on 8 March 2010.<\/p>\n

Important information
\nThe release or distribution of this press release may be restricted by law in certain jurisdictions and persons in jurisdictions where this press release has been released or distributed should inform themselves about and observe any such legal restrictions. <\/p>\n

This press release is not directed to persons in the United States, Canada, Australia, Hong Kong, Japan or any other country where the offer or sale of subscription rights, paid subscribed shares or new shares is not authorised. This press release may not be announced, published or distributed, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, Japan or any other country where such action is wholly or partially subject to legal restrictions or where such action would require additional prospectuses, other offering documentation, registrations or other measures in addition to those required by Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in a manner that contravenes such restrictions or that would require additional prospectuses, other offer documentation, registrations or other measures. Failure to comply with this instruction may constitute a violation of the United States Securities Act of 1933, as amended (the \"Securities Act\"), or applicable laws of other jurisdictions. <\/p>\n

This press release does not contain or constitute an invitation or offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in NOTE AB (publ). The invitation to the persons concerned to subscribe for shares in NOTE AB (publ) will only be made through the prospectus that NOTE AB (publ) expects to publish in mid-April 2010.<\/p>\n

Neither the Subscription Rights, the Paid Subscription Shares nor the New Shares will be registered under the Securities Act or any provincial securities legislation of Canada and may not be transferred or offered for sale in the United States or Canada or to, or for the account or benefit of, any resident of Canada except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or in such exceptional circumstances not requiring registration under any provincial securities legislation of Canada.<\/p>\n

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Attached files<\/strong>
wkr0011.pdf<\/a><\/p>\n<\/div>\n