KRISTIANSTAD, Sweden, May 15, 2002 (PRIMEZONE) -- Bong Ljungdahl AB:
- Decision on convertible programme for employees - Decision on rights issue - Approval of sale of Binder division
At Bong Ljungdahl AB's Annual General Meeting held on May 14, 2002, JanEkberg, Mikael Ekdahl, Arvid Gierow, Lennart Pihl, Alf Tonnesson andGosta Wiking were re-elected as members of the Board. Bo Alerfeldt andCecilia Bjurman did not stand for re-election. A Board fee of SKr900,000 was approved. The Board re-elected Jan Ekberg as chairman at itsstatutory meeting.
Acting on a proposal from the principal shareholders in consultation with PriceWaterhouseCoopers AB following deputy auditor Ingvar Pramhall's decision not to stand for re-election, Dan Andersson was elected as the company's auditor and the current auditor, Goran Tidstrom, was elected as the deputy auditor.
The AGM also decided to waive the dividend for 2001.
The AGM approved the agreement entered into by the company concerning the divestment of the Binder division via the sale of all the shares in the subsidiary Best Binder Sweden AB together with its subsidiary Best Binder Poland Sp. Zo.o. to a company controlled by Per Fransson, a former Divisional manager and Vice President of Bong Ljungdahl AB.
The AGM voted in favour of the Board's proposal to waive shareholders' prior rights and offer up to SKr 50 million of convertible loan stock for subscription by the Group's employees. The offer is being extended to all established employees in Sweden and senior executives and key individuals in Belgium, Denmark, Finland, Ireland, Norway, Poland, Great Britain and Germany, with the proviso that employees outside Sweden will be invited to subscribe provided that in the judgement of the Board this can be arranged without unnecessary administrative inconvenience and with reasonable financial consequences.
The loan will run from July 2, 2002 until June 20, 2007, and can be converted into shares between May 20, 2004 and May 20, 2007 inclusive. The loan pays interest at an annual rate of STIBOR less 1.0 percentage points. Each block will have a maximum value equivalent to SKr 5,000. Each employee is entitled to subscribe to at least one block up to a maximum of 20 blocks, and is guaranteed 5 blocks. The President, certain senior executives and other key individuals will be entitled to subscribe to and are guaranteed a higher number of blocks. The conversion price will be 120 per cent of the average price of Bong Ljungdahl AB's shares between May 21, 2002 and May 31, 2002.
The dilution effect of the convertible loan programme is expected to be no more than some 4.9 per cent of the share capital and votes (not taking into account the rights issue - see below). The total dilution on account of the approved convertible loan programme and the outstanding convertible programme, which can be converted into shares between now and May 31, 2002 inclusive at a conversion price of SKr 92, will be some 5.5 per cent of the share capital and votes. This calculation of the total dilution effect excludes the convertibles issued as part of the existing convertible programme that are owned by a wholly owned subsidiary of Bong Ljungdahl AB and will consequently not be converted.
The Extraordinary General Meeting held immediately after the AGM resolved in favour of the Board's decision to increase the company's share capital by a maximum of SKr 43,349,950 by issuing 4,334,995 shares, each having a par value of SKr 10. The company's existing shareholders will have prior rights to subscribe to these new shares on the basis of one new share for every two shares owned at am issue price of SKr 35 per share. The date of record for entitlement to participate in the rights issue is May 21, 2002. The terms of the issue are payment in cash between May 28, 2002 - June 18, 2002. The new shares are entitled to dividend with effect from the financial year 2002. Assuming full conversion of the company's 1998/2002 convertible loan stock, the decision on this issue will mean that the company's share capital will be raised by up to SKr 43,997,450.
Kristianstad, May 14, 2002
BONG LJUNGDAHL AB
The Board
For further information about the AGM, contact Lennart Pihl, President and CEO, on +46 4420 70 50 or +46 70 594 68 66 (mobile).
A quarterly report for the January 1 - March 31, 2002 period has been distributed via Waymaker. It can also be ordered direct from Bong Ljungdahl on +46 44 20 70 00 or +46 44 20 70 99 (fax).
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www.waymaker.net/bitonline/2002/05/15/20020515BIT01170/wkr0001.doc www.waymaker.net/bitonline/2002/05/15/20020515BIT01170/wkr0002.pdf