RusForest intends to carry out a rights issue of
approximately SEK 450 million
Monday January 30th, 2012
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, SINGAPORE, SOUTH
AFRICA, SWITZERLAND, JAPAN OR HONG KONG OR IN ANY
JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.
The Board of Directors of RusForest AB (publ)
("RusForest" or the "Company") has
decided to propose to the shareholders at an extraordinary
general meeting to take necessary decisions in order to
enable the Board of Directors to decide on a rights issue
amounting to approximately SEK 450 million.
In light of the prevailing market conditions, which are
more challenging than previously anticipated, and due to
delays in the installation and commissioning of previously
ordered equipment the Company is in need of additional
capital.
The capital will be used for finalization of the ongoing
investments in Eastern Siberia as well as in the
Arkhangelsk region and will enable continued increases in
harvesting capacity as well as an expansion of the
sawmilling capacity across the Company's operations.
The rights issue will also serve to provide RusForest with
the additional working capital needed as an effect of
previous losses in operations due to the reasons listed
above.
Summary
-
The Board of Directors of RusForest has decided to
propose to the shareholders at an extraordinary general
meeting that will be held on 1 March 2012 (the
"EGM") to resolve on a share capital reduction,
amendments to the Company's articles of association
and an authorization for the Board of Directors to issue
new shares. This will permit the Board of Directors to
decide on an issue of new shares, amounting to
approximately SEK 450 million, with preferential rights
for the existing shareholders of RusForest (the
"Rights Issue").
-
The Board of Directors will resolve on the Rights Issue,
including its full terms as soon as the decisions from
the EGM are registered with the Swedish Companies
Registrations Office, which is expected shortly after the
EGM.
-
The proceeds from the Rights Issue will be used to
finalize ongoing investments and to further increase
harvesting capacity in the Company's forest leases,
which have continued to grow rapidly over the past year,
in fact doubling measured as total cubic meters under
lease. The investments will accelerate the ongoing
expansion of the Company's combined sawmill
production and remove bottle-necks in the Company's
production facilities in the Arkhangelsk region as well
as in Eastern Siberia.
-
During the last year, the market for sawn products has
been more challenging than expected by the Company, and
parts of the proposed cash injection is therefore
essential in order to strengthen the working capital
situation of the Company going forward. A more detailed
description relating to the use of the proceeds from the
proposed Rights Issue will be presented in due course.
-
Vostok Nafta, the Company's largest shareholder with
29.4 percent of the shares, has stated that it will take
its part of the Rights Issue, amounting to approximately
SEK 132 million, subject to receiving an exemption from
the mandatory offer rules. In addition, shareholders
representing an additional 31.1 percent of the shares
have expressed their support for the Rights Issue.
Background and reasons
The Board of Directors and the management of RusForest
expects that the current challenging market situation will
eventually improve as demand for round logs, especially in
the Eastern Siberia harvesting clusters, increases
following Russia's expected entry into the World Trade
Organization in 2012. However, the current work plan will
enable the Company to turn profitable even under market
conditions that remain challenging.
Over the past year there have been unexpected delays in
equipment installations and commissioning at the
Company's sawmilling operations. This has together with
the delayed divestment of the Russian Gravel company, led
to a need for additional capital that the Company will use
to facilitate continued development of its facilities in
order to be fully invested and ready to take advantage of
any coming improvement in market sentiment.
The prevailing challenging market conditions have also led
to a situation where the cash position of RusForest has
decreased more rapidly than previously anticipated. Parts
of the proceeds from the planned rights issue will
therefore be used to cover a need for additional working
capital.
In addition, it has proven especially demanding to
consolidate key forest leases around the existing sawmills,
initiate large infrastructure projects, and to launch
capital intensive harvesting operations in the new areas in
a situation where the market for ready sawn wood has been
weak. Similarly, lead times in equipment acquisitions, for
instance of modern harvesting groups, mean that equipment
paid with the bond proceeds in June 2011 was delivered and
put to work only at the end of December of 2011.
In order to get the Company in the position to reap the
full benefits of the previously initiated development, more
work will have to be done when it comes to the further
strengthening of the Company's forest leases and
sawmilling operations.
"RusForest has continued to grow rapidly over the past
year, strengthened management, and even though the markets
for our sawn products have been week over the past year, we
are confident that the company is on the right track and
that we will reach profitability in a not too distant
future. However, the delays we have experienced in getting
the equipment on-site and commissioned in combination with
the current challenging market conditions have lead to a
need to inject more capital into RusForest in order to
finalize the investments relating to de-bottlenecking and
expansion that we have initiated and that are necessary in
order for us to unlock the full potential of our forest
assets and sawmills. We strongly believe that a rights
issue in which all of our current shareholders are invited
to participate is the best way to acquire the capital that
is necessary to crystalize the value of RusForest going
forward", comments RusForest's Chairman Kenneth
Eriksson.
The Rights Issue
The Board of Directors of RusForest has decided to propose
to the shareholders at the EGM that will be held on 1 March
2012, a resolution regarding a share capital reduction,
amendments to the Company's articles of association and
an authorisation for the Board of Directors to issue new
shares. This will permit the Board of Directors to decide
on the Rights Issue amounting to approximately SEK 450
million. Further details regarding the EGM and the Board of
Directors' proposal for the EGM can be found on the
Company's website www.rusforest.com.
As soon as the share capital reduction, the new articles of
association and the authorisation for the Board of
Directors to issue new shares have been registered with the
Swedish Companies Registrations Office, the Board of
Directors will resolve on the Rights Issue, including the
full terms of the Rights Issue. This is expected to occur
shortly after the EGM.
A preliminary timetable for the Rights Issue will be
communicated in connection with the Board of Directors'
resolution on the Rights Issue and detailed information
regarding the Rights Issue will be presented in the
prospectus that will be prepared and published for the
Rights Issue.
Subscription undertakings
Vostok Nafta, the Company's largest shareholder with
29.4 percent of the shares, has stated that it intends to
apply for an exemption from the mandatory offer rules and
subscribe for its portion of the shares within the limits
of such exemption. Current shareholders representing an
additional 31.1 per cent of the share capital have
expressed their support for the Rights Issue.
Advisors
Pareto Öhman AB is financial advisor and Advokatfirman
Vinge KB is legal advisor to RusForest in connection with
the Rights Issue.
For further information, please contact:
Martin Hermansson, CEO, phone: +7 903 015 64 65, +7 985 921
92 32
or
Per Brilioth, Board member, phone: +46 8 545 015 50
About RusForest AB (publ)
RusForest is forestry and sawmilling company operating in
Eastern Siberia and the Arkhangelsk region of Russia. The
Company controls long term forest leases with an annual
allowable cut of approximately 3.6 million m³, and utilizes
these resources to produce a wide range of sawnwood
products. Eastern Siberia is renowned for its pine and
larch of exceptional quality, while the Arkhangelsk Region
in northwest Russia has high quality spruce and pine
forests similar to those found in northern Sweden.
RusForest's goal is to develop into a leading
independent integrated forestry and sawmilling company in
Russia with an annual harvesting of 2.7 to 2.9 million m3.
The Group's total sawmilling capacity, which is
currently approximately 350,000 m3, is expected to,
following completion of on-going investments; gradually
increase to 500,000 to 550,000 m3 of sawnwood. There is
significant potential (of up to 800,000 to 850,000 m3 of
sawnwood) within the maximum allowable harvesting.
RusForest AB's Certified Adviser on First North is
Pareto Öhman AB.
IMPORTANT INFORMATION
This press release is not an offer for subscription for
shares in RusForest. A prospectus relating to the Rights
Issue referred to in this press release will be filed with
the Swedish Financial Supervisory Authority. After approval
and registration of the prospectus by the Swedish Financial
Supervisory Authority, the prospectus will be published and
made available on inter alia RusForest's website.
The distribution of this press release in certain
jurisdictions may be restricted. This press release does
not constitute an offer of, or an invitation to purchase,
any securities of RusForest in any jurisdiction.
This press release does not constitute or form part of an
offer or solicitation to purchase or subscribe for
securities in the United States. The securities referred to
herein may not be sold in the United States absent
registration or an exemption from registration under the US
Securities Act of 1933, as amended. RusForest does not
intend to register any portion of the offering of the
securities in the United States or to conduct a public
offering of the securities in the United States. Copies of
this announcement should not be made in and may not be
distributed or sent into the United States, Canada,
Australia, Singapore, South Africa, Switzerland, Japan or
Hong Kong.
Download press release in PDF-format, here.
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30-Jan-2012
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05-May-2011
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27-Apr-2011
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15-Apr-2011
Report from the extraordinary general meeting in
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28-Mar-2011
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24-Mar-2011
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18-Mar-2011
Commentary on the Notice to the Extraordinary General
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18-Mar-2011
Notice of Extraordinary General Meeting in RusForest AB
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RusForest acquires forestry company in Boguchany,
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-
28-Dec-2010
RusForest redeems SEK bond
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RusForest acquires new forest lease in Magistralny,
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22-Dec-2010
LDK-3 acquisition completed
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Anti-monopoly approval obtained for LDK-3 acquisition
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23-Nov-2010
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-
16-Nov-2010
Notice of Early Redemption of SEK 50,000,000 Bonds in
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-
05-Nov-2010
RusForest's rights issue oversubscribed and provides
the Company with approx. SEK 437 million before issue
costs
-
15-Oct-2010
Prospectus regarding RusForest's Rights Issue now
available - including new information about the
company's projects
-
08-Oct-2010
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-
08-Oct-2010
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28-Sep-2010
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-
22-Sep-2010
Notice of Extraordinary Shareholders Meeting in
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-
22-Sep-2010
RusForest proposes rights issue, in kind authorisation
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22-Sep-2010
RusForest change Certified Adviser
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15-Sep-2010
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RusForest receives additional interim financing
-
27-Aug-2010
RusForest AB, Interim Report, Q2 2010
-
25-Aug-2010
Alexandr Williams resigns from the Board of Directors
-
26-Jul-2010
RusForest award employee stock options to CEO, Martin
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-
01-Jul-2010
RusForest evaluates the prerequisites for carrying out
a rights issue and receives interim financing from
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-
24-Jun-2010
Report from the extraordinary general meeting in
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08-Jun-2010
Minutes from Annual General Meeting
-
01-Jun-2010
RusForest AB appoints Martin Hermansson as President
and CEO
-
27-May-2010
Notice of Extraordinary Shareholders Meeting in
RusForest AB
-
24-May-2010
RusForest AB signs letter of intent to merge with Nord
Timber Group
-
21-May-2010
Report from the annual general meeting in RusForest AB
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20-May-2010
Interim Report, January 1 - March 31, 2010
-
06-May-2010
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-
06-May-2010
RusForest AB, amendment to the interim year-end report,
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22-Apr-2010
RusForest AB appoints new deputy CEO
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21-Apr-2010
Notice of Annual General Meeting in RusForest AB
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RusForest Year End Report, 2009
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22-Feb-2010
RusForest carries out bond issue
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12-Feb-2010
RusForest investigates the prerequisites for carrying
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27-Aug-2009
Interim Report, January 1 - June 30, 2009
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Mintues from Extraordinary Shareholders Meeting
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05-Aug-2009
Report from Extraordinary Shareholders Meeting
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08-Jul-2009
Summons to Extraordinary Shareholders' Meeting, Aug
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Minutes from Annual General Meeting and Extraordinary
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02-Jun-2009
Restructuring of Varyag now completed
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Report from Annual General Meeting
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05-May-2009
Varyag becomes a forestry company and acquires 50% of
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Prospectuses