NOT FOR PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, JAPAN, HONG KONG OR AUSTRALIA At the Extraordinary General Meeting of Shareholders of Elekta AB (publ) held on April 2, 2012, it was resolved to approve the Board of Directors’ resolution as of March 2, 2012, to issue convertible bonds with preferential rights for the Company’s shareholders. On March 2, 2012, the Board of Directors of Elekta resolved, subject to the approval by the general meeting, to issue convertible bonds with preferential rights for the Company’s shareholders, through which the Company will receive total rights issue proceeds of a maximum of approximately SEK 1,900 M. The Board of Directors set the terms for the issue of convertible bonds on March 29, 2012. The Extraordinary General Meeting held today resolved to adopt the Board of Directors’ resolution to issue convertible bonds with preferential rights for the Company’s shareholders. For every share of Series A held in Elekta, the holder is entitled to one Series A subscription right, and for every share of Series B held in Elekta, the holder is entitled to one Series B subscription right. One Series A subscription right entitles the holder to subscribe for one Series A convertible bond at the subscription price of SEK 20 and one Series B subscription right entitles the holder to subscribe for one Series B convertible bond at the subscription price of SEK 20, corresponding to the nominal value of the convertible bond. The subscription price of SEK 20 implies that the rights issue will raise a maximum of SEK 1,894,493,500, before transaction costs. The convertible bonds carry an annual interest rate of 2.75 percent. Interest shall be paid annually in arrears on August 31, save that the first payment of interest will be made on August 31, 2012 in respect of the period from (and including) April 25, 2012 to (but excluding) August 31, 2012, and the last payment of interest will be made on April 25, 2017 in respect of the period from (and including) August 31, 2016 to (but excluding) April 25, 2017. The convertible bond matures for payment in the nominal amount on April 25, 2017, unless conversion or repayment has occurred prior to such date. The conversion price has been set to SEK 390 and bondholders have the right to require conversion of convertible bonds into new shares in Elekta at any time during the period commencing on the date of registration of the terms and conditions for the convertible bonds with the Swedish Companies Registration Office and ending on March 28, 2017. At full conversion, the number of shares of Series A will increase by 182,692 and the number of shares of Series B will increase by 4,674,983 corresponding to a total dilution of the company’s share capital of approximately 4.9 percent. The complete terms and conditions for the convertible bonds are available at www.elekta.com. The rights issue aims to increase Elekta’s financial and strategic flexibility to act on the growth opportunities the company sees going forward as well as to increase diversification of Elekta’s financing instruments and lower the reliance on bank debt. The record date at the Swedish Central Securities Depository, Euroclear Sweden AB, for participation in the rights issue is April 5, 2012. The subscription period will run from (and including) April 11 up to and including April 25, 2012, or such later date as decided by the Board of Directors. An information brochure or prospectus as well as a pre-printed issue statement will be sent to directly registered shareholders in Elekta on or around April 11, 2012. Timetable for issue of convertible bonds with preferential rights for the Company’s shareholders April First day of trading in the shares, excluding preferential right 3, 2012 to participate in the rights issue April 5, Record date for participation in the rights issue, i.e. 2012 shareholders registered in the share register of Elekta as of this day will receive subscription rights for participation in the rights issue Estimated date of publication of the prospectus April 11 Trading in subscription rights - 20, 2012 April 11 Subscription period - 25, 2012 Around Announcement of preliminarily outcome of the rights issue May 2, 2012 Elekta intends to list the subscription rights relating to Series B convertible bonds and the Series B convertible bonds on NASDAQ OMX Stockholm. Financial and legal advisors SEB Enskilda is acting as financial advisor to Elekta and Deutsche Bank AG and SEB Enskilda are acting as Joint Bookrunners. Hannes Snellman is acting as legal advisor to Elekta. For further information, please contact: Håkan Bergström, CFO, Elekta AB (publ) Tel: +46 8 587 25 547, email: hakan.bergstrom@elekta.com Johan Andersson Melbi, Investor Relations Manager, Elekta AB (publ) Tel: +46 702 100 451, email: johan.anderssonmelbi@elekta.com The above information is such that Elekta AB (publ) shall make public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was published at 16:00 on April 2, 2012. ****** About Elekta Elekta is a human care company pioneering significant innovations and clinical solutions for treating cancer and brain disorders. The company develops sophisticated, state-of-the-art tools and treatment planning systems for radiation therapy, radiosurgery and brachytherapy, as well as workflow enhancing software systems across the spectrum of cancer care. Today, Elekta solutions in oncology and neurosurgery are used in over 6,000 hospitals worldwide. Elekta employs around 3,300 employees globally. The corporate headquarters is located in Stockholm, Sweden, and the company is listed on the Nordic Exchange under the ticker EKTAb. For more information about Elekta, see www.elekta.com. IMPORTANT NOTICE: These materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the “Securities Act”). The securities to which these materials relate have not been and will not be registered under the Securities Act and there will be no public offering of the securities in the United States. No offer or invitation to acquire securities of Elekta AB (publ) is being made by or in connection with this release. Any such offer will be made solely by means of the prospectus that Elekta AB (publ) will prepare: (i) once it has been approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) in accordance with the Swedish Financial Instruments Trading Act and the Directive 2003/71/EC; and (ii) published in accordance with Swedish law, together with its English translation, (each as supplemented or amended), to, in each case, the persons entitled to receive and rely upon such documents in accordance with their respective terms. This communication is directed in the United Kingdom solely to persons who: (i) have professional experience in matters relating to investments and who fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) are high net worth entities falling within Article 49(2)(a) to (d) of the Order and other persons to whom such communication may otherwise lawfully be made (all such persons together being referred to as the “Relevant Persons”). This communication must not be acted on or relied on by persons who are not the Relevant Persons. Any investment or investment activity to which this communication relates is available only to the Relevant Persons and will be engaged in only with the Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Deutsche Bank AG is authorized under German Banking Law (competent authority: BaFin – Federal Financial Supervisory Authority) and authorized and subject to limited regulation by the Financial Services Authority. Details about the extent of our authorization and regulation by the Financial Services Authority are available on request.
BULLETIN FROM THE EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF ELEKTA AB (publ) April 2, 2012
| Source: Elekta AB