Offering of up to 3,927,043 new shares in Bang & Olufsen a/s
Struer, 2014-06-19 17:08 CEST (GLOBE NEWSWIRE) -- Company Annoucement 14.02
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. ANY FAILURE TO COMPLY WITH THIS MAY CONSTITUTE A VIOLATION OF US, AUSTRALIAN, CANADIAN OR JAPANESE SECURITIES LAWS OR THE SECURITIES LAWS OF OTHER STATES AS THE CASE MAY BE.
Offering of up to 3,927,043 new shares in Bang & Olufsen a/s
The Board of Directors of Bang & Olufsen a/s ("Bang & Olufsen") has today decided to offer up to 3,927,043 new shares of a nominal value of DKK 10 through a private placement at market price using an accelerated book-building process (the "Offering"). The resolution by the Board of Directors is adopted pursuant to authorisation from the general meeting in accordance with article 4(5) of Bang & Olufsen’s articles of association.
The new shares will represent up to 9.99 percent of the existing registered share capital of Bang & Olufsen. The new shares will be offered to institutional and professional investors in Denmark and internationally without pre-emption rights to Bang & Olufsen’s existing shareholders.
Background and use of proceeds
Bang & Olufsen intends to use the net proceeds to strengthening the company’s capital base with the objective of accelerating growth through:
- Increasing the investment in retail, marketing and the revitalization of the Bang & Olufsen brand
- Maintaining a high level of R&D investment to continue the strengthening of the product portfolio
- Stimulating growth through other initiatives, e.g. expansion in the US and third-party distribution for B&O PLAY
Subscription price and allocation
The subscription price and proceeds will be established by Bang & Olufsen through an accelerated book-building process. The book-building process and consequently the subscription start immediately, and it is expected that the allocation, the final subscription price and the number of new shares to be issued will be announced on 20 June 2014, but the book-building may be closed earlier. If the Offering is oversubscribed, allocation of shares will take place on an individual basis.
Share capital and new shares
If all 3,927,043 shares are subscribed for and issued, the issued share capital of Bang & Olufsen will increase with nominally DKK 39,270,430 from DKK 392,704,350 to DKK 431,974,780, divided into a total of 43,197,478 shares of DKK 10 each. The maximum number of new shares that may be issued represent 9.99 percent of Bang & Olufsen's registered share capital before the capital increase and will if the Offering is fully subscribed account for 9.09 percent of Bang & Olufsen's registered share capital upon completion of the capital increase.
The new shares will be issued in the name of the shareholder and be recorded in Bang & Olufsen’s share register. The new shares will be negotiable instruments and will in every respect carry the same rights as the existing shares in the company. The new shares will carry the right to receive dividends and other rights in the company as from the time of registration of the capital increase with the Danish Business Authority, which is expected to take place on 25 June 2014.
Bang & Olufsen has undertaken a lock-up obligation on customary terms and conditions according to which the company, subject to certain exemptions, shall not issue or publicly announce the intention to issue any shares or other securities convertible or exchangeable into shares or options to acquire shares or other securities for a period of 180 days from the listing of the new shares.
Admission for trading and official listing
The new shares will be issued in the temporary ISIN code DK0060550440. No application for trading and official listing has been filed for the shares issued under the temporary ISIN code, and the temporary ISIN code will only be registered with VP Securities A/S. The temporary ISIN code in VP Securities A/S will be merged with the existing primary ISIN code for the existing shares, DK0010218429, as soon as possible following registration of the share capital increase with the Danish Business Authority. The new shares are expected to be admitted for trading and official listing at NASDAQ OMX Copenhagen on 27 June 2014.
Expected timetable for the capital increase
|19 June 2014||Decision by the Board of Directors to exercise its authorisation to increase the share capital|
|20 June 2014||Closing of book-building and allocation – announcement of subscription price|
|25 June 2014||Settlement and payment for the new shares|
|25 June 2014||Registration of new shares with the Danish Business Authority|
|27 June 2014||The new shares are expected to be admitted for trading and official listing at NASDAQ OMX Copenhagen|
Danske Bank (Danske Bank A/S) and Nordea Markets (division of Nordea Bank Danmark A/S) are acting as Joint Lead Managers and Joint Bookrunners of the Offering.
Bang & Olufsen a/s
Ole Andersen Tue Mantoni
Chairman of the Board CEO
For further information please contact:
Tue Mantoni Claus Højmark Jensen
CEO Investor Relations Manager
Phone: +45 96 84 50 00 Phone: +45 23 25 10 67
This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan or in any jurisdiction in which such offers or sales are unlawful (the “Excluded Territories”). In particular, the securities referred to in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the securities legislation of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities referred to in this announcement are being offered and sold only outside the United States in "offshore transactions" (as defined in Regulation S under the Securities Act) meeting the requirements of Regulation S under the Securities Act and may be offered and sold within the United States to institutional investors who are qualified institutional buyers within the meaning of Rule 144A under the Securities Act in transactions that are exempt from, or not subject to, the registration requirements of the Securities Act. The securities issued in connection with an offering have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or any Excluded Territory.
This document constitutes an announcement and is not a prospectus in relation to Directive 2003/71/EC, as amended (the directive and any measures implementing the directive in the relevant member state shall be referred to as the "Prospectus Directive"). The content of Bang & Olufsen’s website accessible by hyperlinks on the company's website neither is incorporated in, nor forms part of, this document. No prospectus for approval by any legislative or other applicable authority will be published in connection with the offering.
In any EEA member state that has implemented the Prospectus Directive this document is solely addressed to and directed at “qualified investors”, as defined in the Prospectus Directive, Article 2(1)(e), in the member state in question. This announcement should not be acted upon or relied upon in any member state of the EEA by persons who are not Qualified Investors.
In the United Kingdom, this announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition "investment professionals" in Articles 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such person together being referred to as "relevant persons"). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Bang & Olufsen or by any of its affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the company’s new shares and/or the private placement referred to herein, and any liability therefor is expressly disclaimed.
Certain statements in this announcement are forward-looking statements which are based on the company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, and uncertainties that could cause the actual results of operations, financial condition, liquidity, dividend policy and the development of the industry in which the company’s business operates to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, Bang & Olufsen undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
The price of the new shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of any new shares subscribed for pursuant to the private placement referred to herein.