This press release is not for release, publication or distribution, directly or
indirectly, in or into Australia, Canada, Hong Kong or Japan.
This announcement is not a prospectus and is not an offer to sell or a
solicitation of any offer to buy any securities in the United States or in any
other jurisdiction
LBi announces publication of Prospectus and terms of EUR 10 million Rights
Offering
1 for 6 rights offering for LBi shareholders
rights issue underwritten
irrevocable undertakings of 48.4% of existing LBi shareholders
prospectus available as of today
23 July 2010 - LBI International AB ("LBi"), the largest European marketing and
technology agency, today announces the launch of a 1 for 6 rights offering of
10,337,212 new ordinary shares ("New Shares") in LBi International N.V. ("New
LBi") following the merger with Obtineo Netherlands Holding N.V. ("Obtineo") at
an issue price of EUR 1.00 per share. The offer is made through the grant of
transferable subscription rights ("SETs") to holders of ordinary shares in LBi
pro rata to their shareholdings, subject to applicable securities laws and under
the terms and conditions set out in the Prospectus as published and available as
of today.
As earlier announced, the rights offering follows the merger of LBi with Obtineo
and the new listing on NYSE Euronext Amsterdam of the combined entity, which
will be renamed LBi International N.V. The listing of New LBi is expected to
take place on 5 August 2010. The record date for the rights offering (the
"Record Date") is set at 9 August 2010 (17:40 CET), trading of the SETs on NYSE
Euronext Amsterdam will start on 11 August 2010.
New LBi will raise approximately EUR 10 million (before expenses and applicable
taxes) in the rights offering, which is underwritten up to EUR 10 million. The
issue price of EUR1.00 per share (the "Offer Price") has been determined by
reference of the quoted share price of LBi and the enterprise value of LBi and
Obtineo, which includes bigmouthmedia. The underwriters have received
irrevocable undertakings from shareholders representing 48.4% of the total
issued shares of LBi.
Existing Obtineo shareholders will not participate in the rights offering,
unless and to the extent they hold shares in LBi at the time of the merger
becoming effective (expected on 29 July 2010). The rights offering hence
provides existing LBi shareholders the opportunity to invest in New LBi at a
discount to the combined equity value. The net cash proceeds of the rights
offering will be applied to finance new acquisitions in the key markets where
the Group intends to grow, amongst which are Asia, the Middle-East and the USA,
and will be used for working capital purposes.
The total number of ordinary shares outstanding of the New LBi on NYSE Euronext
Amsterdam at the time the New Shares being admitted to trading (expected on 7
September 2010) will be 130,215,208.
Details of the Listing and Delisting
Before the merger between Obtineo and LBi can be executed, LBi will be delisted
from NASDAQ OMX Stockholm and NYSE Euronext Amsterdam with last trading day on
26 July 2010. From 27 July up to and including 4 August 2010 shares in LBi
cannot be traded.
Existing LBi shareholders will automatically receive shares in LBi International
N.V. on 3 August 2010 (ISIN code NL0009508720). The new shares in LBi
International N.V. will initially be settled via Euroclear Sweden AB. In order
to trade the shares in LBi International N.V. on NYSE Euronext Amsterdam, the
shares must first be converted into Euroclear Nederland registered shares.
Euroclear Nederland will automatically execute this conversion for admitted
institutions that currently hold LBi shares with Euroclear Nederland after
delivery of the LBi International N.V. shares. For nominee-registered
shareholders in LBi, the nominee may also execute such conversion automatically
and without any further actions to be taken by the shareholders. Contact your
nominee/account operator if you have any questions regarding the conversion of
shares into the system operated by Euroclear Nederland.
Details of the Rights Offering
Holders of Shares registered with Euroclear Nederland
SETs
LBi shareholders as of the record date, which has been set at 9 August 2010
(17:40 CET) are being granted SETs (ISIN code NL0009508738) that entitle such
shareholders to subscribe for New Shares at the Offer Price , subject to certain
exceptions and applicable securities laws. Each Share that an LBi Shareholder
holds immediately at 17:40 (CET) on the Record Date will entitle it to one SET.
Each LBi shareholder as of the Record Date or a subsequent transferee of SETs
will be entitled to subscribe for one New Share for every 6 SETs held, subject
to applicable securities laws. SETs can only be exercised in multiples of 6. No
fractional New Shares will be issued.
Trading of SETs
Trading in the SETs on NYSE Euronext Amsterdam is expected to commence at 09:00
(CET) on 11 August 2010 and will continue until 13:00 (CET) on 1 September
2010, barring unforeseen circumstances. The SETs will be admitted to trading
under the symbol "LBIRR". The transfer of SETs will take place through the
book-entry systems of Euroclear Nederland.
To enable trading in the SETs, the admitted institution or nominee through which
shareholders hold their Shares should transfer their Shares from Euroclear
Sweden to Euroclear Nederland. Shares which are not transferred prior to the
Record Date will receive SETs that are registered with Euroclear Sweden. The
SETs registered with Euroclear Sweden are not eligible for trading on NYSE
Euronext Amsterdam.
Exercise Period
Any LBi Shareholder and any subsequent transferee of SETs may subscribe for New
Shares by exercising its SETs from 09:00 (CET) on 11 August 2010 up to 15:00
(CET) on 1 September 2010. The last date and/or time before which notification
of exercise instructions may be validly given may be earlier, depending on the
financial institution through which the SETs are held.
Holders of Shares registered with Euroclear Sweden and not eligible for trading
on Euronext Amsterdam
SETs
LBi shareholders whose Shares are registered with Euroclear Sweden as of the
Record Date are being granted SETs (Sw. teckningsrätter) registered with
Euroclear Sweden that entitle such shareholders to subscribe for New Shares at
the Offer Price Each Share that an LBi Shareholder holds immediately at 17:40
(CET) on the Record Date will entitle it to one SET.
Each LBi shareholder as of the Record Date or a subsequent transferee of SETs
will be entitled to subscribe for one New Share for every 6 SETs held, subject
to applicable securities laws. SETs can only be exercised in multiples of 6. No
fractional New Shares will be issued.
Trading in SETs
There will be no listing of SETs registered with Euroclear Sweden. The ISIN code
for the SETs registered with Euroclear Sweden is SE-0003456177. The SETs
registered with Euroclear Sweden are not convertible to SETs which are
registered with Euroclear Nederland.
Subscription by exercise of SETs
Subscription for New Shares by exercise of SETs registered with Euroclear Sweden
may be made during the period from 11 August 2010 9:00 CET to and including 24
August 2010, 15:00 CET. At the end of this exercise period, unexercised SETs
will expire and will be removed from the holder's VP account (or alternatively,
service account or capital markets account) without any notification from
Euroclear Sweden.
Subscription by directly registered shareholders
Subscription for New Shares by exercise of SETs will be made by way of
submitting the special application form named "Application form for subscription
with preferential right regarding shares registered with Euroclear Sweden" to
Mangold Fondkommission AB (the Issue Agent) (at the address stated below)
together with simultaneous payment in accordance with the instructions below.
Payment for the subscribed New Shares shall be made in EUR simultaneously when
sending in the application form.
Subscription Agent/Issuing Agent
SNS Securities N.V. will act as Subscription Agent for the subscription rights
settled by Euroclear Nederland. Mangold Fondkommission AB has been appointed as
Issuing Agent to handle the subscription applications submitted by shareholders
holding subscription rights which are subject to settlement within the VPC
system of Euroclear Sweden.
Timetables of (de-)listing and subsequent Rights Offering
Important dates concerning the listing and delisting
+-----------------------------------------------------+----------+-------------+
|Event |Time (CET)| Date |
+-----------------------------------------------------+----------+-------------+
|Last day of trading of shares in LBi on Nasdaq OMX | | 26 July 2010|
|Stockholm and NYSE Euronext Amsterdam | | |
+-----------------------------------------------------+----------+-------------+
|Completion of the Merger (Effective Date) | | 29 July 2010|
+-----------------------------------------------------+----------+-------------+
|Delivery of Shares to LBi Shareholders pursuant to | 09:00|3 August 2010|
|the Merger (to the accounts of Euroclear Nederland) | | |
+-----------------------------------------------------+----------+-------------+
|Delivery of Shares to LBi Shareholders pursuant to | 09:00|3 August 2010|
|the Merger (to the accounts of Euroclear Sweden) | | |
+-----------------------------------------------------+----------+-------------+
|Start of trading of Shares (Listing) | 09:00|5 August 2010|
+-----------------------------------------------------+----------+-------------+
Important dates concerning the rights issue for holders of shares registered
with Euroclear Nederland
+--------------------------------------------------+----------+----------------+
|Event |Time (CET)| Date |
+--------------------------------------------------+----------+----------------+
|The Record Date | 17:40| 9 August 2010|
+--------------------------------------------------+----------+----------------+
|Distribution of the SETs to the accounts of | 9:00| 11 August 2010|
|Euroclear Nederland | | |
+--------------------------------------------------+----------+----------------+
|Start of trading of SETs | 9:00| 11 August 2010|
+--------------------------------------------------+----------+----------------+
|Start of Exercise Period | 9:00| 11 August 2010|
+--------------------------------------------------+----------+----------------+
|End of trading of SETs | 13:00|1 September 2010|
+--------------------------------------------------+----------+----------------+
|End of Exercise Period | 15:00|1 September 2010|
+--------------------------------------------------+----------+----------------+
|Delivery of New Shares to the accounts of | 9:00|7 September 2010|
|Euroclear Nederland (Closing Date) | | |
+--------------------------------------------------+----------+----------------+
|Start of trading of New Shares | 9:00|7 September 2010|
+--------------------------------------------------+----------+----------------+
Important dates concerning the rights issue for registered shareholders via the
VPC system of Euroclear Sweden
+--------------------------------------------------+----------+----------------+
| Event |Time (CET)| Date |
+--------------------------------------------------+----------+----------------+
|The Record Date | 17:40| 9 August 2010|
+--------------------------------------------------+----------+----------------+
|Distribution of the SETs to the accounts of | 9:00| 11 August 2010|
|Euroclear Sweden | | |
+--------------------------------------------------+----------+----------------+
|Start of Exercise Period | 9:00| 11 August 2010|
+--------------------------------------------------+----------+----------------+
|End of Exercise Period of SETs | 15:00| 24 August 2010|
+--------------------------------------------------+----------+----------------+
|Delivery of New Shares to the accounts of | 9:00|7 September 2010|
|Euroclear Sweden (Closing Date) | | |
+--------------------------------------------------+----------+----------------+
Further instructions to shareholders
For further instructions to shareholders regarding the subscription and exercise
of rights is referred to the Prospectus available as of today viawww.lbi.com. In
the Prospectus a clear distinction is made between (1) instructions to holders
of Shares registered with Euroclear Nederland and traded on NYSE Euronext
Amsterdam and (2) instructions to holders of Shares registered with Euroclear
Sweden and not eligible for trading on NYSE Euronext Amsterdam.
Shareholders having any questions in relation to the admission to listing on
NYSE Euronext Amsterdam or the Rights Offering are recommended to contact their
bank or stockbroker.
Availability of Prospectus
The Prospectus regarding admission to listing and the Rights Offering is
available today onwww.lbi.com. The printed document may be ordered by e-mail at
annemarie.debont@lbi.com or tel. +31 20 460 4500.
Enquiries
+------------------------+--------+--------------------+------------------+
|LBi |Chairman|Fred Mulder |+31 20 460 29 86 |
| |CEO |Luke Taylor |+44 20 70 63 64 65|
+------------------------+--------+--------------------+------------------+
|Citigate First Financial| |Jacqueline Lenterman|+31 20 575 40 22 |
+------------------------+--------+--------------------+------------------+
Notes to Editors
The information contained in this press release is such that LBi is obligated to
publish in accordance with the Securities Markets Act and the Financial
Instruments Trading Act. The information was submitted for publication on 23
July at 11.00 CET.
IMPORTANT NOTICE
The LBi shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or under any of the
relevant securities laws of any state or other jurisdiction of the United
States. Neither the U.S. Securities and Exchange Commission nor any U.S. state
securities commission has approved of the LBi shares or determined if this
document is accurate or complete. Any representation to the contrary is a
criminal offence in the United States. The LBi shares will be offered to holders
resident in the United States only pursuant to an exemption from the
registration requirements of the Securities Act. The LBi shares may not be
offered or sold in the United States except pursuant to an exemption from the
Securities Act or in a transaction not subject to the
registration requirements of the Securities Act.
This merger and the rights issue relates to securities of a Dutch and a Swedish
company. The merger and the rights issue are subject to disclosure requirements
of the Kingdom of Sweden and the Netherlands which are different from those of
the United States. Financial statements included in the document, if any, have
been prepared in accordance with Swedish and Dutch standards that may not be
comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have
arising under the federal securities laws, since the issuer is located in a
foreign country, and some or all of its officers and directors may be residents
of a foreign country. You may not be able to sue a foreign company or its
officers or directors in a foreign court for violations of the U.S. securities
laws. It may be difficult to compel a foreign company and its affiliates to
subject themselves to a U.S. court's judgment.
[HUG#1433725]
LBi announces publication of Prospectus and terms of EUR 10 million Rights Offering
| Source: LBI International AB
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