BE Group announces rights issue of app. MSEK 160, fully covered by means of subscription and guarantee undertakings

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Summary

  · The Board of Directors of BE Group AB (publ) (“BE Group” or the “Company”)
has resolved on a rights issue of approximately SEK 160 million, before
transaction costs
  · The rights issue is fully secured
  · The rights issue is subject to approval by the Extraordinary General
Meeting, which will be held on 11 February 2014
  · Full terms of the rights issue will be announced on 11 February 2014 at the
latest
  · The trading in subscription rights is expected to take place as from 21
February 2014 up to and including 4 March 2014
  · The subscription period will run as from 21 February 2014 up to and
including 7 March 2014
  · The rights issue proceeds will be used in order to strengthen BE Group’s
financial position and to reduce the Company’s debt by loan amortization

Background and reasons
BE Group is a trading and service company with a wide range of products within
steel, stainless steel and aluminum. The Company offers direct deliveries, stock
sales and production services to customers primarily in the construction and
engineering industry mainly in Sweden and Finland.

The demand for the Company’s products fell sharply in late 2012 and the weak
market continued during 2013. Several changes in the group organization were
therefore implemented in 2013 with the purpose of refining the business and
increasing the market focus on the core businesses in Sweden and Finland. During
2013 cost reductions and other streamlining activities within the group
organization were implemented. The measures resulted in a decrease in personnel
equal to approxi¬mately 140 full time services in Sweden and Finland and all
measures combined resulted in an annual cost reduction of approximately 65 MSEK.

In order to strengthen the Company’s financial position, the Board of Directors
has decided, subject to the Extraordinary General Meeting’s approval, on a
rights issue of approximately SEK 160 million (before transaction costs),
leading to the Company being provided with a net amount of at least SEK 150
million. The proceeds from the rights issue will be used in order to strengthen
BE Group’s financial position and to reduce the Company’s debt by loan
amortization.

The Board of Directors of BE Group believes that the combined impact of
implemented efficiency measures in 2013 and the rights issue will improve the
Company's competitive edge and result in an improved financial position.

The rights issue
The Board of Directors has on 19 January 2014 resolved, subject to the
Extraordinary General Meeting’s approval, on a new share issue of approximately
SEK 160 million (before transaction costs), with preferential rights for the
Company’s shareholders, in proportion to the number of shares held as of the
record date. In the event that not all shares are subscribed for with
preferential rights, the Board of Directors shall resolve on the allotment of
shares subscribed for without subscription rights up to the maximum amount of
the new share issue. In such case, such shares shall be allotted to those who
have subscribed for shares by the exercise of subscription rights and notified
that they wish to subscribe for additional shares, irrespective of whether they
were shareholders on the record date, pro rata in relation to the number of
subscription rights each one has exercised for subscription. In so far as
allotment in accordance with the above cannot be executed pro rata, allotment
shall be made by drawing of lots. Any remaining shares shall be allotted those
who have provided guarantees for the share issue, pro rata in relation to the
provided guarantee undertakings.

The Board of Directors will no later than on 11 February 2014 resolve, and
announce, the maximum amount of the share capital increase, the number of
subscription rights received per share and the number of subscription rights
required to subscribe for a new share, the maximum number of shares to be issued
and the subscription price to be paid for each new share.

The record date for participation in the rights issue is 17 February 2014 and
the subscription period (subscription through payment) runs as from 21 February
2014 up to and including 7 March 2014, with the right for the Board of Directors
to extend the subscription period. The trading in subscription rights is
expected to take place as from 21 February 2014 up to and including 4 March
2014.

The rights issue is subject to approval by the Extraordinary General Meeting,
which will be held on 11 February 2014. For further information, please see
notice of the Extraordinary General Meeting in separate press release.

Subscription and guarantee undertakings
The rights issue is fully secured. The Company’s largest shareholder, AB
Traction, the Chairman of the Board of Directors, Anders Ullberg, the Company’s
President and CEO, Kimmo Väkiparta, and If Skadeförsäkring AB have undertaken to
exercise their preferential right in the new share issue, corresponding in total
to approximately 29.9 per cent* (so called subscription undertakings). In
addition, a number of guarantors, among them AB Traction, Anders Ullberg, Kimmo
Väkiparta, Petter Stillström, CEO of AB Traction, and If Skadeförsäkring AB,
have guaranteed to subscribe for the remaining part of the new share issue (so
-called guarantee undertakings). The guarantee commission amounts to 4 per cent
of respective guarantors’ maximum guaranteed amount according to the guarantee
undertakings.

If the new share issue is not fully subscribed for, AB Traction will, due to
fulfilment of the subscription and guarantee undertaking, increase its share of
the capital and votes in the Company. The maximum share of capital and votes
that AB Traction may reach will be published when the final terms of the new
share issue have been decided by the Board of Directors. The Swedish Securities
Council (Sw. Aktiemarknadsnämnden) has granted AB Traction an exemption from the
mandatory bid requirement in the event that AB Traction’s  share of votes in the
Company, due to fulfilment of the subscription and guarantee undertaking, would
trigger a mandatory bid. A condition for the Swedish Securities Council’s
exemption from the mandatory bid in respect of the guarantee undertaking is that
the shareholders at the Meeting approve the Board of Directors’ new share issue
resolution with at least two thirds majority of both the votes cast and the
shares represented at the Meeting, disregarding shares owned and represented by
AB Traction.

Preliminary timetable for the rights issue
11 February at the latest - The subscription price and offer ratio are announced
in a press release
11 February - The Extraordinary General Meeting resolves on approval of the
Board of Directors’ rights issue resolution
12 February - Last day of trading in BE Group’s share including subscription
rights
13 February - BE Groups share is traded excluding subscription rights
17 February - Record date for allotment of subscription rights, i.e.
shareholders who are registered in the Company’s share register as of this day
will receive subscription rights for participation in the new share issue
18 February - Estimated date for publication of the prospectus
21 February-4 March - Trading in subscription rights
21 February-7 March - Subscription period (subscription through payment)
Around 13 March - Announcement of the preliminary outcome of the new share issue

Financial and legal advisors
Erik Penser Bankaktiebolag is acting as financial advisor and Mannheimer
Swartling Advokatbyrå AB is acting as legal advisor to BE Group.

* Exclusive of the Company’s holding of own shares.

Please address any questions to:
Kimmo Väkiparta, President and CEO
tel.: +46 (0)705 972 342  e-mail: kimmo.vakiparta@begroup.com

Torbjörn Clementz, CFO and Executive Vice President
tel.: +46 (0)708 690 788  e-mail: torbjorn.clementz@begroup.com

BE Group, listed on the NASDAQ OMX Stockholm exchange, is a trading and service
company in steel and other metals. BE Group provides various forms of service
for steel, stainless steel and aluminium applications to customers primarily in
the construction and engineering sectors. In 2012, the Group reported sales of
SEK 4.6 Bn. BE Group has more than 800 employees, with Sweden and Finland as its
largest markets. The head office is located in Malmö, Sweden. Read more about BE
Group at www.begroup.com

Important information
The information in this press release does not contain or constitute an offer to
acquire, subscribe or otherwise trade in shares, subscription rights or other
securities in BE Group. Any invitation to the persons concerned to subscribe for
shares in BE Group will only be made through the prospectus that BE Group
estimates to publish on or around 18 February 2014.

This press release may not be released, published or distributed, directly or
indirectly in or into the United States, Australia, Hong Kong, Japan, Canada,
New Zealand, Singapore or South Africa or any other jurisdiction where such
action is wholly or partially subject to legal restrictions or where such action
would require additional prospectuses, registrations or other actions in
addition to what follows from Swedish law. Nor may the information in this press
release be forwarded, reproduced or disclosed in such a manner that contravenes
such restrictions or would require such requirements. Failure to comply with
this instruction may result in a violation of applicable securities laws.

No subscription rights, BTAs (interim shares) or new shares have or will be
registered under the United States Securities Act of 1933 (“Securities Act”) or
securities legislation in any state or other jurisdiction in the United States
and may not be offered, subscribed, sold or transferred, directly or indirectly
within the United States, other than pursuant to an exemption from the
registration requirements of the Securities Act and in accordance with
securities laws in relevant state or other jurisdiction in the United States.

This press release may contain forward-looking statements which reflect Be
Group's current view on future events and financial and operational development.
Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”,
“estimate” and other expressions which imply indications or predictions of
future development or trends, and which are not based on historical facts, are
intended to identify forward-looking statements. Forward-looking statements
inherently involve both known and unknown risks and uncertainties because they
depend on future events and circumstances. Forward-looking statements do not
guarantee future results or development and the real outcome could differ
materially from the forward-looking statements.