The Board of Directors of Nordic Mines resolves on terms for the fully underwritten Rights issue of SEK 282 million
Press release December 18, 2012
Eldorado Gold Cooperatief U.A ("Eldorado"), commits to Nordic Mines to underwrite part of the Right issue in addition to subscribing to their pro rata share
Amendment to the loan agreement which is inter alia resulting in a postponement of amortizations
Summary of the terms of the Rights issue
Shareholders in Nordic Mines have preferential right to subscribe for three (3) new shares for every (1) existing share
The subscription price is SEK 1.10 per share, which at full subscription represents total Rights issue proceeds of approximately SEK 282 million before transaction costs
Trading in subscription rights will take place from and including January 4, 2013 up to and including January 15, 2013
The subscription period will run from and including January 4, 2013 up to and including January 18, 2013
The Rights issue is subject to approval by the Extraordinary General Meeting, which will be held on December 20, 2012
The Rights issue
On November 20, 2012, Nordic Mines AB (publ) ("Nordic Mines" or the "Company") announced the Board of Directors' resolution to initiate an action plan to strengthen the Company operationally and financially through a new issue of shares of approximately SEK 282 million with preferential right for the Company's shareholders (the "Rights issue"). The Board of Directors has now resolved on the terms for the Rights issue.
Shareholders in Nordic Mines have preferential right to subscribe for three (3) new shares for every (1) existing share held on the record date for the Rights issue. Each share in Nordic Mines entitles the holder to three (3) subscription rights and one (1) subscription right entitles to subscription of one (1) new share. The subscription price has been set to SEK 1.10 per share. This corresponds to a discount of approximately 32 percent compared to the theoretical ex-right price, based on the closing price of the Nordic Mines share on December 17, 2012 on NASDAQ OMX Stockholm. Up to 255,912,714 new shares will be issued, which at full subscription represents a share capital increase of SEK 255,912,714 to a total of SEK 341,216,952. The total proceeds from the Rights issue will be approximately SEK 282million, before transaction costs, if the Rights issue is fully subscribed.
The Rights issue is subject to the approval by the Extraordinary General Meeting, which will be held in Uppsala on December 20, 2012 at 10.00 CET. The notice of the Extraordinary General Meeting was announced on November 20, 2012 and is available on Nordic Mines' website www.nordicmines.com. The record date at Euroclear Sweden AB for receiving subscription rights is December 28, 2012. The subscription period runs from and including January, 4 2013 up to and including January 18, 2013 or such later date as resolved by the Board of Directors.
Commitments and underwriting
Nordic Mines' largest shareholder Eldorado, holding approximately 13.8 percent of the shares and votes and Lennart Schönning (through company), Chairman of the Board of the Company, holding approximately 4.7 percent of the shares and votes, have committed to subscribe for their respective pro rata share of the Rights issue, corresponding to a total of approximately SEK 52 million or approximately 18.5 percent of the Rights issue. Eldorado and Lennart Schönning (though company) will through short term loans advance their payments in relation to their respective pro rata share in the Rights issue and, to the extent the Board of Directors deems it possible according to the Swedish Companies Act, pay for subscribed shares through set-off.
On December 17, 2012 Eldorado committed to Nordic Mines to underwrite part of the Right issue, in addition to subscribing for their pro rata share. Lennart Schönning's (through company) underwriting commitment was reduced correspondingly.
In addition to Eldorado, Carnegie Investment Bank AB (publ) ("Carnegie"), Lennart Schönning (through company) and a number of institutional investors have committed to underwrite the remaining amount, subject to fulfillment of customary terms. In the event that newly issued shares are not subscribed for with or without preferential right, Eldorado shall be prioritized in the allotment of shares amongst the guarantors.
Thus, the Rights issue is fully guaranteed by means of subscription and guarantee undertakings.
Amendment to the loan agreement
In order to strengthen the Company's liquidity, the Company has reached an agreement with the lending banks regarding an amendment to the loan agreement. The amendment includes, inter alia, a postponement of the planned amortizations in December 2012 (EUR 5.0 million) and March 2013 (EUR 4.4 million). These amortizations will instead be distributed over the scheduled amortization dates that occur in September 2014, December 2014 and March 2015. The conditions for the guarantee commitments made by Carnegie, Eldorado and Lennart Schönning relating to the amendment of the loan agreement have hence been satisfied.
Indicative timetable for the Rights issue
|December 20, 2012||Extraordinary General Meeting of shareholders to decide on the Rights issue resolved by the Board of Directors|
|December 20, 2012||The share is traded including subscription right to participate in the Rights issue|
|December 21, 2012||The share is traded excluding subscription right to participate in the Rights issue|
|December 28, 2012||Estimated date of publication of the prospectus|
|December 28, 2012|| Record date for participation in the Rights issue, i.e. shareholders|
registered in the share register of Nordic Mines as of this date will receive subscription rights for participation in the Rights issue
|January 4 - January 15, 2013||Trading in subscription rights|
|January 4 - January 18, 2013||Subscription period|
|January 22, 2013||Announcement of preliminary outcome|
Financial and legal advisors
Carnegie is acting as financial advisor to Nordic Mines and Gernandt & Danielsson Advokatbyrå is acting as legal advisor.
For additional information, please contact
Thomas Cederborg, CEO, +46 708 480 521
Susanne Andersson, CFO +46 730 668 904
For additional information about Nordic Mines, please visit; www.nordicmines.com
Uppsala, December 18, 2012
Nordic Mines AB (publ)
The information above has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 08.00 am
(CET) on December 18, 2012.
The information in this press release is not for release, publication or distribution, directly or indirectly, in or into
the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa. The distribution of this press release in certain other jurisdictions may be restricted. The information in this press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in Nordic Mines in any jurisdiction.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities
in the United States. The securities referred to herein may not be offered or sold in the United States absent
registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. Nordic
Mines does not intend to register any portion of the offering of the securities in the United States or to conduct a
public offering of the securities in the United States. Copies of this announcement are not being made and may
not be distributed or sent into the United States, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or South Africa.
This document has not been approved by any regulatory authority. This document is an advertisement and not a
prospectus and investors should not subscribe for, or purchase any securities referred to in this document, except
on the basis of information provided in the prospectus to be published by Nordic Mines on its web site in due
Nordic Mines has not authorized any offer to the public of shares or rights in any Member State of the European
Economic Area other than Sweden and any other jurisdiction into which the offering of shares or rights has been
passported. With respect to each Member State of the European Economic Area other than Sweden (and any
other jurisdiction into which the offering of shares or rights has been passported) and which has implemented the
Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken to date to make an offer
to the public of shares or rights requiring a publication of a prospectus in any Relevant Member State. As a result,
the shares or rights may only be offered in Relevant Member States:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity meeting two or more of the following criteria: (1) a balance sheet total pursuant to the balance sheet equivalent to not less than EUR 20 million; (2) net turnover pursuant to the balance sheet equivalent to not less than EUR 40 million; and (3) shareholders' equity pursuant to the balance sheet equivalent to not less than EUR 2 million; or
(c) in any other circumstances, not requiring Nordic Mines to publish a prospectus as provide under Article 3(2) of
the Prospectus Directive.
For the purposes hereof, the expression an "offer to the public of Shares or Rights" in any Relevant Member State
means the communication in any form and by any means of sufficient information on the terms of the offer and
the shares or rights to be offered so as to enable an investor to decide to purchase any securities, as the same
may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC, as amended, and includes any relevant implementing measure in each Relevant Member State.
Carnegie is acting for Nordic Mines and no one else in connection with the rights offering and will not be
responsible to anyone other than Nordic Mines for providing the protections afforded to its clients or for providing
advice in relation to the rights offering and/or any other matter referred to in this announcement.
Carnegie accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for
the contents of this announcement, including its accuracy, completeness or verification or for any other statement
made or purported to be made by it, or on its behalf, in connection with Nordic Mines and the new shares, or the
rights offering, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or future. Carnegie accordingly disclaims to the fullest extent permitted by law all
and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise have in
respect of this announcement or any such statement.
This press release contains forward-looking statements, which are statements related to future events. In this
context, forward-looking statements often address Nordic Mines' expected future business and financial
performance, and often contain words such as "expect", "anticipate", "intend", "plan", "believe", "seek", or "will".
Forward-looking statements by their nature address matters that are, to different degrees, uncertain and can be
influenced by many factors, including the behavior of financial markets, fluctuations in interest and exchange
rates, commodity and equity prices and the value of financial assets; the impact of regulation and regulatory,
investigative and legal actions; strategic actions; and numerous other matters of national, regional and global
scale, including those of a political, economic, business and competitive nature. These factors may cause Nordic
Mines' actual future results to be materially different than those expressed in its forward-looking statements.
Nordic Mines does not undertake to update its forward-looking statements.
You are advised to read this announcement and, once available the prospectus and the information incorporated
by reference therein, in their entirety for a further discussion of the factors that could affect the Nordic Mines'
future performance and the industries in which it operates. In light of these risks, uncertainties and assumptions,
the events described in the forward-looking statements in this announcement may not occur.
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Nordic Mines AB via Thomson Reuters ONE