• Opus Group AB (publ) ("Opus Group" or "the Company") announced on November 6,
2013, that the Company had signed an agreement to acquire Envirotest and the
Board had decided to conduct a rights issue of approximately SEK 150 million in
order to partially finance the acquisition.
• Shareholders in Opus Group have preferential right to subscribe for one (1)
new share for each thirteen (13) existing shares
• The subscription price amounts to SEK 8.50 per share, which at full
subscription of the rights issue results in rights issue proceeds of
approximately SEK 152.7 million before rights issue costs
• The subscription period runs from December 5, 2013 until December 19, 2013
• The rights issue is fully committed through subscription commitments,
guarantee commitments and letters of intent to subscribe
• The rights issue is subject to approval at the Extraordinary General Meeting
to be held November 28, 2013
The rights issue
On November 6, 2013, Opus Group published that the Company had signed an
agreement to acquire Envirotest and the Board had decided to conduct a rights
issue of approximately SEK 150 million in order to partially finance the
acquisition. The Board has now determined the subscription price and the terms
and conditions of the rights issue.
Shareholders in Opus Group have preferential right to subscribe for one (1) new
shares for each thirteen (13) shares held on the record date for the rights
issue. Each share in Opus Group entitles to one (1) subscription right and
thirteen (13) subscription rights entitle to subscription of one (1) new share.
The subscription price has been decided to SEK 8.50 per share. A maximum of
17.959.269 new shares can be issued through the rights issue, which results in
an increase of the share capital of maximum SEK 359,185.38 to a total of SEK
5,028,595.54. If the rights issue is fully subscribed, the total proceeds of the
rights issue will amount to SEK 152,653,786.50 before rights issue costs.
The rights issue is subject to approval at the Extraordinary General Meeting.
The Extraordinary General Meeting will be held on November 28, 2013, at 15:00 at
Mannheimer Swartling Advokatbyrå, Östra Hamngatan 16, 411 09 Göteborg, Sweden.
Notice of the meeting was announced on November 7, 2013, in Post och Inrikes
Tidningar (Post and Gazette) and is available on www.opus.se. The record date at
Euroclear for receiving subscription rights is December 3, 2013. The
subscription period runs from December 5, 2013, until December 19, 2013, or such
later date decided by the Board. If the subscription period is extended, this
will be announced by the Company through a press release at the latest on
December 19, 2013.
Shareholder support
Eight shareholders of Opus Group, including the management and the Second
Swedish National Pension Fund, together representing 37.8 percent of the share
capital of the Opus Group, have entered into subscription undertakings to
subscribe for their pro rata share of the rights issue. Furthermore, the Second
Swedish National Pension Fund and seven other shareholders have agreed to
underwrite subscription for shares representing 52.9 percent of the rights issue
(a guarantee commission of 5 percent of the guarantors’ respective maximum
guarantee commitment is paid). Consequently, subscription commitments and
guarantee commitments amount to 90.7 percent of the rights issue. In addition,
Nordea Investment Funds, AMF Small Cap Fund and Länsförsäkringar Small Cap Fund,
which represent 9.3 percent of the share capital of Opus Group, have expressed
their intention to subscribe for their pro rata share of the rights issue.
Altogether, total commitments and letters of intents amount to 100 percent of
the rights issue.
Indicative timetable of the rights issue
November 28, 2013 Extraordinary General Meeting
November 28, 2013 Last day of trading in the shares including the right to
participate in the rights issue
November 29, 2013 Estimated date to publish the prospectus
December 3, 2013 Record date to participate in the rights issue
December 5 – December 19, 2013 Subscription period for new shares in the rights
issue
December 27, 2013 Estimated date for announcement of the outcome of the rights
issue
Early 2014 Closing of the Acquisition
Advisors
Swedbank Corporate Finance acts as financial adviser and Mannheimer Swartling
acts as legal advisors to Opus Group in connection with the rights issue.
Gothenburg, November 26, 2013
Opus Group AB (publ)
This press info is available in Swedish at www.opus.se
För ytterligare information vänligen kontakta
Magnus Greko
President and CEO
Tel: 46 31 748 34 00
E-mail: magnus.greko@opus.se
Peter Stenström
Investor Relations
Tel: 46 765 25 84 93
E-mail: peter.stenstrom@opus.se
Opus Group is a leading company in vehicle inspection technology and vehicle
inspection program operations. The Group has two main business areas which are
vehicle inspection and equipment. Opus Group is one of the market leaders in
vehicle inspection operations in the US and Sweden. Opus Bilprovning has 71
vehicle inspection stations in Sweden. Opus Inspection operates vehicle
inspection programs in the U.S., Bermuda, and Peru and is active in sales and
service of emission control equipment in North America and Mexico. Through the
subsidiaries, Opus Equipment and J&B Maskinteknik, Opus Group conducts
production, sales, and service of vehicle inspection equipment for vehicle
inspection companies and vehicle workshops. Opus Group’s revenues amounted to
approximately SEK 469 million in 2012. Opus Group’s shares are listed on Nasdaq
OMX Stockholm.
FFFS 2007:17 (10 kap 11§) (SFSA rules) - the information is price sensitive and
must therefore be disclosed under the Securities Market Act (2077:528).
