The Board of BE Group resolves on terms for the new share issue


This press release may not be distributed, directly or indirectly, in the United
States of America, Australia, Hong Kong, Canada or Singapore or any other
country where such action is wholly or partially subject to legal restrictions.
Summary

  · Shareholders in BE Group will have preferential right to subscribe for 1 new
share for every existing 2 shares, i.e. subscription ratio 1:2
  · The subscription price is SEK 6.50 which represents a total rights issue
proceeds of MSEK 160.7 before transaction costs
  · The subscription period will run from and including 21 February up to and
including 7 March 2014
  · The rights issue is fully guaranteed by means of subscription and guarantee
undertakings
  · The rights issue is subject to approval at the Extraordinary General Meeting
that will take place on 11 February 2014

Terms of the rights issue etc.
On 20 January 2014, BE Group announced that the Board of Directors had resolved
on a rights issue of approximately MSEK 160 before transaction costs. The Board
of Directors has now resolved on the subscription price and the terms for the
rights issue. Each share in BE Group that is held on the record date of the
rights issue on 17 February 2014 shall entitle to 1 subscription right and 2
subscription rights entitles to subscription for 1 new share. The subscription
price has been set to SEK 6.50 per share. This corresponds to a discount of 30
percent compared to the theoretical ex-right price, based on the last closing
price for the BE Group share on 7 February 2014 on NASDAQ OMX Stockholm. The
subscription period will run from and including 21 February up to and including
7 March 2014 or such later date as decided by the Board of Directors.

Up to 24,728,128* new shares will be issued, which at full subscription
represents a share capital increase of SEK 50,465,567.35. The total rights issue
proceeds will be SEK 160,732,832 if the rights issue is fully subscribed, before
transaction costs. The rights issue proceeds will be used in order to strengthen
BE Group’s financial position and to reduce the company’s net debt.

The rights issue is subject to approval by the Extraordinary General Meeting to
be held on 11 February 2014 at 17:00 CET. The notice to Extraordinary General
Meeting was announced on 20 January 2014 and is available on BE Group’s website
www.begroup.com.

Subscription and guarantee undertakings
The rights issue is fully guaranteed. The Company's largest shareholder, AB
Traction, the Chairman of the Board Anders Ullberg, the Company’s Chief
Executive Officer Kimmo Väkiparta and If Skadeförsäkring AB have through
subscription undertakings undertaken to subscribe for shares in the rights issue
corresponding to their respective pro rata share holding in BE Group, which in
aggregate corresponds to 29.9 percent*. In addition, a number of guarantors,
among them AB Traction, Anders Ullberg, Kimmo Väkiparta, Petter Stillström,
Chief Executive Officer of AB Traction, and If Skadeförsäkring AB, have through
guarantee undertakings undertaken to subscribe for the remaining rights issue.
The guarantee commission amounts to 4 percent of each guarantor’s maximum
commitment under the underwriting.

If the rights issue is not fully subscribed, AB Traction may as a result of its
subscription undertaking and guarantee undertaking, increase its share of
capital and votes in the company. The maximum share of capital and votes AB
Traction may reach amounts to 31 percent. 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. (AMN 2014:01). 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.

Rights issue timetable
11 February - The Extraordinary General Meeting resolves on approval of the
Board of Directors’ rights issue resolution
12 February - Last day of trading in the BE Group share including subscription
rights
13 February - First day of trading in the BE Group share 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)
On or about 13 March - Announcement of the preliminary outcome of the new share
issue

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

For further information, please contact:
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

The information in this press release is such that BE Group AB (publ) is
required to disclose pursuant to the Swedish Securities Markets Act and/or the
Swedish Financial Instruments Trading Act. The information was released for
publication on 10 February 2014 at 11.00 a.m. CET.

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 2013, the Group reported sales of
SEK 4.0 Bn. BE Group has approximately 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, Canada or
Singapore 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.

Attachments

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