HUDDINGE, Sweden, Feb. 27, 2003 (PRIMEZONE) -- The Annual General Meeting of Tripep AB (Stocholm:TPEP) will be held on March 27, 2003 at 6 p.m. at the Berns Conference Hall, Rektangelsalen at Berzelii Park in Stockholm. In addition to the customary items on the agenda, the AGM will discuss the Board's proposals for a share buy-back, a warrants programme and special authorisation for the Board to decide on a new share issue. The notice of the AGM is attached to this press release and contains the details of the proposals for a warrants programme and for special authorisation. The proposal for the share buy-back is presented in detail below. The notice of the AGM will be published in Svenska Dagbladet and in Post-och Inrikes Tidningar (the Swedish Official Gazette) on February 27, 2003.
The Annual Report for 2002 will be distributed to all shareholders by post starting on March 3, 2003 and will also be posted on the company's Website, www.tripep.se.
PROPOSAL TO BUY BACK SHARES
Summary of the proposal
The Board of Directors proposes that the AGM should pass a resolution concerning the acquisition of a maximum of 10 per cent of the total number of Tripep shares, which is equivalent to a maximum of 1,385,000 shares. This will be done by offering all Tripep shareholders the opportunity to sell a tenth of their shares to Tripep. The cash amount paid for each of the shares thus sold will be SEK 30, which is equivalent to a premium of around 500 per cent (SEK 25) in relation to the current stock market price. If the offer is fully subscribed, an amount of SEK 41,55,000 will be transferred to the shareholders.
The proposal also involves authorising the Board to pass resolutions, on one or several occasions prior to the next AGM, concerning the transfer of shares held by the company following the buy-back, and thereby deviate from the preferential rights of the shareholders.
Background and motives
At the AGM held on April 9, 2002, a resolution was passed concerning a reduction in the share premium reserve for transfer to non-restricted equity. The purpose of this reduction was to enhance the company's ability to act with regard to the buy-back of shares, for example, as well as future dividends to shareholders or future structural deals. The resolution was conditional on permission from the Swedish courts. This permission has now been granted. The purpose of the share buy-back now being proposed is to adapt the company's capital structure and thus enhance shareholder value. The purpose of authorising the Board to pass resolutions concerning the transfer of the company's own shares and the reason for allowing the Board thereby to deviate from the preferential rights of shareholders is twofold. Firstly, it will enable company or project acquisitions that are payable, either wholly or in part, in the form of shares. Secondly, it will enable the transfer of shares to industrial partners within the framework of working partnerships and alliances.
Terms and conditions
Each Tripep share entitles the holder to one selling right and ten such rights entitle the holder to sell one share in exchange for a cash payment of SEK 30. No commission is payable. The buy-back amount offered for each share is equivalent to a premium of around 500 per cent (around SEK 25) based on the average last price paid on the Stockholmsborsen O-list over the period February 12 - 25, 2003.
Financial effects
Tripep's shareholders' equity on December 31, 2002 totaled SEK 102.7 million, which is equivalent to SEK 7.42 per share. If the buy-back offer had been made on December 31, 2002 and had then been fully subscribed, shareholders' equity would have fallen by SEK 41.55 million to SEK 61.15 million, which is equivalent to SEK 4.42 per share (including the shares bought back). These estimates have not taken outstanding warrants for new share subscriptions into account.
Time schedule
Record day
The record day at VPC AB for determining who is entitled to take part in the buy-back offer and to receive selling rights is April 8, 2003. Tripep's shares will be traded, excluding selling rights, as of April 4, 2003.
Prospectus
A prospectus with information about the buy-back offer and an application slip is due to be sent to shareholders around April 11, 2003.
Application period for the offer
Applications to sell Tripep shares as part of the buy-back offer shall be submitted during the period April 15 - May 6, 2003.
Trade in selling rights
All trade in selling rights will take place during the period April 15 - 30, 2003.
Information about any offer concerning commission-free trade in smaller blocks of selling rights will be provided in the prospectus, should such an offer be made.
Payment date
Payment for all shares sold as part of the share buy-back offer is due to take place around May 20, 2003.
Other matters
Tripep currently owns no shares in the company.
Dormant Properties AB (a company in which Rolf L. Nordstrom has an indirect stake via a foundation), Anders Vahlne and Matti Sallberg together own a total of 4,097,400 shares, which is equivalent to 29.6 per cent of the total number of shares in Tripep AB. They intend to accept the offer for all selling rights to which they will be entitled. This will entail the buy-back of 409,740 shares, which is equivalent to 2.96 per cent of the total number of outstanding shares in the company.
For more information, please contact:
Johan Ihre, President Tel.: +46 8-449 84 80 mobile tel.: +46 707-33 44 25 e-mail: johan.ihre@tripep.se Anders Vahlne, VP, Head of Research Tel.: +46 8-5858 1313 mobile tel.: +46 709-28 05 28 e-mail: anders.vahlne@impi.ki.se Website: www.tripep.se This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: www.waymaker.net/bitonline/2003/02/27/20030227BIT00140/wkr0001.doc www.waymaker.net/bitonline/2003/02/27/20030227BIT00140/wkr0002.pdf