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RNB to implement a combined rights issue and private placement

ID: 1003601
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(Thomson Reuters ONE) - This press release may not be published or distributed directly orindirectly in the US, Canada, Japan or Australia. Nothing in thispress release shall be considered to comprise an offer to invest inor otherwise trade in shares in RNB. The proposed rights issue willnot be directed to persons domiciled or living in the US, Canada,Japan or Australia or any other country that requires an additionalprospectus or other offer documentation, registration or othermeasures apart from what applies by Swedish law apart according toapplicable exceptions. No securities in RNB will be registered inaccordance with the United States Securities Act of 1933 or anyprovincial law in Canada. * Konsumentföreningen i Stockholm ("KfS") will become a shareholder in RNB RETAIL AND BRANDS through a private placement that will contribute about SEK 215 M to the Company before issue costs and KfS will become the owner of 21.1 percent of the shares and voting rights in the Company[1] * The issue price is SEK 6.15 per share * Laszlo Kriss, President of KfS, is proposed as a member of the RNB Board of Directors * At the same time, RNB is implementing a rights issue that will contribute at most about SEK 100 M before issue costs, at an issue price of SEK 6.15 per share * The subscription period for the rights issue extends from September 25, 2009 up until October 9, 2009 * The share issues are subject to approval at an Extraordinary General Meeting on September 10, 2009 * Shareholders representing about 30 percent of the voting rights in RNB have pledged to vote in favor of the share issues at the Extraordinary General MeetingBackgroundDue to the weak performance by the Company's subsidiary JC thatbecame noticeable in autumn 2007 and unprofitable establishments inthe department stores IIlum in Copenhagen and Steen & Ström in Oslo,RNB RETAIL AND BRANDS has reached a level of indebtedness that is notsatisfactory. On March 29, 2009, the Company announced that as partof its effort to improve its financial position and increase itsfreedom of action, its stores at NK in Stockholm and NK in Gothenburgwould be sold to ÿhléns AB. This sale is subject to specialinvestigation by the Swedish Competition Authority, which is expectedto be completed on September 1, 2009. The sales consideration amountsto about SEK 440 M on a debt-free basis.During autumn 2008, an action program was initiated at JC intended tostrengthen the company's future earnings potential and to protect anddevelop JC's strengths as a jeans concept. This program is proceedingas planned. To ensure financing of the action program now in progressand to be able to exploit the opportunities arising under theprevailing market conditions, the Board of Directors of RNB hasdecided to offer a private placement to KfS of about SEK 215 M. TheBoard of Directors has also decided to propose a rights issue for thecompany's existing shareholders in the amount of approximately SEK100 M, to enable existing shareholders to subscribe for shares on thesame terms as those applying to KfS. As a result, the company'sfinancial freedom of action will be further strengthened.Accordingly, assuming full subscription of the rights issue, RNB willreceive a total of approximately SEK 315 M, before issueexpenses." I am very pleased to be able to present this agreement with KfS.With this capital contribution, RNB will gain a significantlystronger financial position. At the same time, the Company willsecure a long-term shareholder with excellent knowledge and relationswithin our sector. The share issue guarantees the financing tocomplete the turnaround of JC, which is now in progress and beginningto show results, in a satisfactory manner," says President MikaelSolberg."We are very pleased with the agreement with RNB, which from ourviewpoint entails a strengthening in a retail segment that targetsyounger customers and in which the cooperative society currently isweakly represented. In addition, I am convinced that this is a soundinvestment for the society's members over the long term. We alsoexpect to be able to contribute to the Board's work through ourexperience in the retail and property sectors," says KfS's PresidentLaszlo Kriss.Details of the share issuesRNB and KfS have entered into an agreement in which KfShas undertaken to subscribe for a total of 34,959,350 new shares inRNB at a subscription price of SEK 6.15 per share. KfS's obligationto subscribe for shares is conditional upon approval of the Board ofDirectors' motion concerning the share issues by an ExtraordinaryGeneral Meeting in RNB not later than September 30, 2009 and electionof a representative for KfS to the Company's Board of Directors.Subject to approval by an Extraordinary General Meeting, the Board ofDirectors of RNB has decided firstly to propose a directed shareissue to KfS of 34,959,350 new shares at a subscription price of SEK6.15, whereby the Company will receive SEK 215 M, and secondly topropose a rights issues, whereby existing shareholders will beentitled to subscribe for one (1) new share for every seven (7)shares held at a subscription price of SEK 6.15, through which theCompany may receive at most an additional SEK 100 M. The increase inthe share capital resulting from the new rights issue will be at mostSEK 16,308,237 and the increase in the number of newly issued shareswill be at most 16,308,237. The total increase in the share capitalresulting from the two share issues will be at most SEK 51,267,587and the increase in the number of newly issued shares will be at most51,267,587.An Extraordinary General Meeting to approve the Board of Directors'issue motions will be held on September 10, 2009. Notification of theExtraordinary General Meeting will be published in a press releasedated today and will be published in the Official Swedish Gazette andin Svenska Dagbladet.The major shareholders who are represented on the Board of Directorsof RNB, representing about 30 percent of the shares in the company,take a positive view of the share issues and the election of LaszloKriss as a member of the Board of Directors of RNB andhave undertaken to vote for the share issues and the election to theBoard of Directors at the Extraordinary General Meeting.The proposed time schedule for the private placement is as follows:September 10, 2009: Extraordinary General MeetingSeptember 10, 2009 - September 15, 2009: Subscription periodSeptember 10, 2009 - September 15, 2009: PaymentThe proposed time schedule for the rights issue is as follows:September 10, 2009: Extraordinary General MeetingSeptember 17, 2009: First date for trading in shares ex-rights to thenew share issueSeptember 21, 2009: Record date for participation in the rights issueSeptember 25, 2009 - October 6, 2009: Trading of subscription rightsSeptember 25, 2009 - October 9, 2009: Subscription through paymentProposed new Board memberLaszlo Kriss. Born 1946.President of Konsumentföreningen Stockholm (KfS) since 1996.Chairman of Atrium Ljungberg AB and Board member of KfS and MedMeraBank AB. Between 1986 and 2006, Kriss was President of variousproperty companies including KF Fastigheter, Fastighets AB Brogatanand Atrium Fastigheter AB.Description of KfSKonsumentföreningen Stockholm (KfS) is a society controlled by itsmembers and the largest of Sweden's nearly 50 cooperative societies.KfS was established in 1916 and currently has slightly more than600,000 members.The society does not conduct its own retail operations, but is apart-owner in Kooperativa Förbundet (KF), which through its CoopRetail Sales business area operates the chains Coop Konsum, CoopNära, Coop Extra and Coop Forum.The society's primary mission is to enable its members to be activeand aware consumers, to provide economic benefits and to offer otheradded value. The society has a strong financial position. In additionto interest-bearing assets of slightly more than SEK 2 billion, thesociety is the largest shareholder in Atrium Ljungberg AB, with a38-percent interest.Financial and legal advisorsAccess Partners is the financial advisor to RNB. The law firm Vingeis the legal advisor.Press and analyst meetingWith reference to today's announcement, RNB will be holding a pressand analysts' conference. The conference will be held on thecompany's premises at Regeringsgatan 29 today, August 26, at 10:00a.m.For further information, please contact:Mikael Solberg, President, RNB RETAIL AND BRANDSTel: +46 8 410 520 20, +46 768 87 20 20, e-mail:mikael.solberg(at)rnb.seGunnar Bergquist, CFO RNB RETAIL AND BRANDSTel: +46 8 410 520 01, +46 768 87 20 01, e-mail:gunnar.bergquist(at)rnb.seCecilia Lannebo, IR RNB RETAIL AND BRANDSTel: +46 8 410 520 45, +46 768 87 20 45, e-mail:cecilia.lannebo(at)rnb.seFor further information regarding KfS, please contact:Laszlo Kriss, President of KfSTel: +46 8 714 39 74, +46 70 570 50 50, email:laszlo.k(at)konsumentforeningenstockholm.seRNB RETAIL AND BRANDS AB is organized on the basis of two businessareas - Polarn O. Pyret and a distribution platform for national andinternational brands. Polarn O. Pyret is a brand focused on baby andchildren's wear. The distribution platform consists of two mainareas, Department Stores and Store Concepts. Department storeoperations are conducted via stores in the NK, Steen & Ström, Illumdepartment stores and Kosta outlet. The store concepts comprise JC,Brothers and Sisters.This is the type of information that RNB must disclose in accordancewith the Securities Trading Act or the Financial Instruments TradingAct. The information was submitted for publication at 8:00 a.m. onAugust 26, 2009.[1] KfS's holding of shares and voting rights assuming fullsubscription of the rights issue of SEK 100 M.http://hugin.info/132993/R/1336930/318408.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.



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Date: 08/26/2009 - 08:02
Language: English
News-ID 1003601
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Firma: RNB Retail and Brands AB
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