STOCKHOLM, Sweden, Feb. 17, 2004 (PRIMEZONE) -- Boliden:
- On February 16, 2004 the Board of Directors of Boliden passed a resolution, based on an authorization received from the Extraordinary General Meeting on December 18, 2003, to undertake a new issue with preferential rights for existing shareholders.
- The rights issue is undertaken as an integral part of the deal with Outokumpu and will provide the company with SEK 1,430 million before deduction of costs related to the rights issue.
- Existing shareholders have the right to subscribe for one new share for each two shares held. Record date for participation in the rights issue is set to March 12, 2004.
- The subscription price will be SEK 17 per new share.
- Outokumpu and Carl Bennet have committed to subscribe for new shares by virtue of all their respective subscription rights, jointly owning 51.6 percent of the shares and votes in Boliden. In addition, Nordea and ForeningsSparbanken have undertaken to subscribe for all shares that have not been subscribed for by other shareholders.
Background and reasons On December 30, 2003 Boliden announced that it had completed the transaction whereby Boliden acquired Outokumpu's mining and smelting operations within zinc and copper and sold its Fabrication and Technology Sales operations to Outokumpu. The transaction will create a stronger company with potential for future growth and profitability.
The acquisition was financed through payment of newly issued shares in Boliden to Outokumpu representing 49.0 percent after the issue, a cash amount of approximately SEK 3.4 billion and a subordinated debenture issued by Boliden in the amount of approximately SEK 1.4 billion.
The Board of Directors has decided to issue new shares with preferential rights for existing shareholders. The rights issue is an integral part of the deal with Outokumpu. The funds raised in the rights issue will be used to amortize debt in the amount of SEK 1 billion.
Terms for rights offering Based on the authorization granted by the Extraordinary General Meeting on December 18, 2003 the Board of Boliden has now set the terms of the rights offering.
Every two shares held as of the record date of March 12, 2004 carries the right to subscribe for one new share. The subscription price will be SEK 17 per new share.
Boliden currently has 168,258,113 shares which means that a maximum of 84,129,056 new shares will be issued (presuming that no conversion of convertible debentures will be executed by March 1, 2004 at the latest). After the rights offering the total number of shares in Boliden will amount to maximum 252,387,169 each with a nominal value of SEK 2.
As a result of the rights offering, the share capital will increase from SEK 336,516,226 to maximum SEK 504,774,338.
Underwriting Outokumpu and Carl Bennet have committed to subscribe for new shares by virtue of all their respective subscription rights, jointly owning 51.6 percent of the shares and votes in Boliden. In addition, Nordea and ForeningsSparbanken have undertaken to subscribe for all shares that have not been subscribed for by other shareholders. The underwriting is subject to customary returns and conditions.
Shareholders excluded in the rights offering Due to restrictions stipulated in the securities laws of the United States of America, Canada and Japan, no subscription rights will be offered to shareholders with registered addresses in any of these countries. In accordance with the above, no offer to subscribe for new shares in Boliden will be made to shareholders or others with registered addresses in the United States of America, Canada or Japan. These subscription rights will be removed from those shareholders securities accounts on the record date, March 12, 2004 and sold centrally by Boliden.
The sale will be handled by the advisors. Holders of shares in any of these jurisdictions will receive the net amount from the sale of subscription rights that these holders otherwise would have been entitled to.
Terms in brief A summary of terms and time schedule regarding the rights issue are presented below.
- Two shares held entitles to subscribe for one new share.
- The subscription price will be SEK 17 per new share.
- Record date for participation in the rights issue is set to March 12, 2004, consequently the last day of trading in the Boliden share including subscription rights is March 9, 2004.
- Trading in subscription rights shall take place during the period March 17 - March 26, 2004.
- The subscription period shall take place during the period March 17 - March 31, 2004.
- Prospectus and notification of received subscription rights will be distributed to the shareholders beginning on or about March 16, 2004.
Advisors Nordea Securities and Swedbank Markets, the investment banking division of ForeningsSparbanken, are financial advisors to Boliden.
Boliden is one of the leading mining and smelting companies in the world with operations in Sweden, Finland, Norway, Ireland and Canada. Boliden's main products are copper, zinc, lead, gold and silver. Exploration and Recycling of Base Metals are also important within the company. The number of employees is approximately 4,800 and the turnover amounts to approximately EUR 1.6 billion annually. The Boliden share is quoted on the Stockholm Stock Exchange in Sweden as well as on the Toronto Stock Exchange in Canada.
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