THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
On
Summary
- Those who are registered as shareholders in Dustin on the record date will receive one (1) subscription right for each share in the Company held. One (1) subscription right entitle to subscription for three (3) new ordinary shares.[1]
-
The subscription price in the Rights Issue is
SEK 5.15 per ordinary share. Provided that the Rights Issue is fully subscribed, Dustin will consequently raise approximatelySEK 1,750 million before deduction of issue costs. -
The record date for the right to participate in the Rights Issue with preferential rights is
November 14, 2023 , and the subscription period runs from and includingNovember 16, 2023 , up to and includingNovember 30, 2023 . -
The Rights Issue is conditional upon approval by an Extraordinary General Meeting to be held on
November 10, 2023 . -
Dustin's largest shareholder
Axel Johnson , representing approximately 33.8 per cent of the shares and votes in the Company, has undertaken to vote in favour of the Rights Issue at the Extraordinary General Meeting and to exercise its preferential rights in the Rights Issue and thereby subscribe for new ordinary shares corresponding toAxel Johnson 's pro rata share of the Rights Issue.Axel Johnson has also provided a guarantee undertaking for the remaining part of the Rights Issue. The entire Rights Issue is thus secured by the subscription commitment and the guarantee undertaking. -
As previously communicated, and in light of the uncertainty in the business cycle and the near-term market development, the Board of Directors recognises a need to establish flexibility with regard to the financing conditions concerning net debt for the coming quarters by way of a rights issue. In order to clarify the capital needs to the shareholders, the Company hereby discloses the financial conditions for the coming quarters. According to the financial conditions of the existing credit facility, the Company has commitments regarding net debt in relation to adjusted EBITDA (the "Net Debt Ratio"). The Net Debt Ratio amounted to 5.0 times for the financial year 2022/23, and the commitment in the credit facility stands at 4.5 times for the current quarter, decreasing to 4.25 times during the second quarter of the financial year 2023/24, with further gradual reductions during the coming quarters. Taking into account these combined factors, the Board of Directors deems that the Rights Issue of approximately
SEK 1,750 million must be carried out to prevent the Company from potentially breaching the financial commitment related to net debt in the Company's existing credit facility over the coming quarters. - The net proceeds from the Rights Issue are intended to be used in its entirety to reduce the Company's net debt by, during the forthcoming twelve-month period, repaying on the Company's existing credit facility and thereby ensuring a flexible and optimised capital structure.
Terms of the Rights Issue
Those who are registered as shareholders in Dustin on the record date will receive one (1) subscription right for each share in the Company held. One (1) subscription right entitles to subscription for three (3) new ordinary shares.[2]
If not all of the ordinary shares are subscribed for by exercise of subscription rights, the Board of Directors shall resolve on allotment of ordinary shares subscribed for without exercise of subscription rights, within the maximum amount of the Rights Issue, in accordance with the following allocation criteria. Firstly, allotment of new ordinary shares shall be made to those who also have subscribed for ordinary shares by exercise of subscription rights (irrespective of whether the subscriber was registered as a shareholder on the record date or not), and in the event that allotment cannot be made in full to those, allotment shall be made pro rata in relation to the number of subscription rights that have been exercised for subscription of ordinary shares and should this not be possible, by drawing of lots. Secondly, allotment of ordinary shares shall be made to those who have only applied for subscription of ordinary shares only without exercise of subscription rights, and in the event that allotment cannot be made in full to those, allotment shall be made pro rata in relation to the number of ordinary shares that each one has applied to subscribe for, and should this not be possible, by drawing of lots. Thirdly, any remaining ordinary shares shall be allotted to
The Rights Issue may increase Dustin's share capital by a maximum of
The subscription price in the Rights Issue is
The record date for the right to participate in the Rights Issue with preferential rights is
Shareholders who choose not to participate in the Rights Issue will have their shareholdings diluted by a total of 339,356,328 new shares upon full subscription, corresponding to approximately 74.9 per cent of the total number of shares in Dustin after the Rights Issue.[3] These shareholders can financially compensate for the dilution effect by selling their subscription rights.
The Rights Issue is subject to approval by the Extraordinary General Meeting to be held on
Subscription commitment and guarantee undertaking
Dustin's largest shareholder
Indicative timetable for the Rights Issue
Extraordinary General Meeting to resolve to amend the Articles of Association and to approve the Board of Directors' resolution regarding the Rights Issue | |
Last day of trading including the right to participate in the Rights Issue | |
First day of trading excluding the right to participate in the Rights Issue | |
Record date for participation in the Rights Issue | |
Subscription period | |
Trading in subscription rights | |
Trading in paid subscription shares (Sw. Betalda tecknade aktier) | |
Announcement of outcome in the Rights Issue |
Prospectus
Further information regarding the Rights Issue and the Company will be included in the prospectus expected to be published on or about
Lock-up commitments
In connection with the Rights Issue, the Company will, subject to customary exceptions, enter into a lock-up commitment for future share issuances for a period of 180 calendar days following the completion of the Rights Issue. Furthermore,
Advisers
For additional information, please contact:
Fredrik Sätterström, Head of Investor Relations: fredrik.satterstrom@dustin.com, +46 70 510 10 22
This information is such information that
About Dustin
Dustin is a leading online based IT partner in the Nordics and Benelux. We help our customers to stay in the forefront by providing them with the right IT solution for their needs.
We offer approximately 280,000 products with related services to companies, the public sector and private individuals. Sales for the financial year 2022/23 amounted to approximately
Dustin has approximately 2,200 employees and has been listed on Nasdaq Stockholm since 2015, with its headquarters in Nacka Strand just outside the centre of
IMPORTANT INFORMATION
This press release does not contain or constitute an offer to subscribe, acquire or otherwise trade in shares, subscription rights or other securities in Dustin. Invitation to the persons concerned to subscribe for shares in Dustin will only be made by means of the prospectus that Dustin intends to publish on the Company's website following the approval and registration thereof by the
The information in this press release is not for release, publication or distribution, directly or indirectly, in or into
No subscription rights, paid subscription shares (Sw. Betalda tecknade aktier) or shares issued by Dustin have been, or will be, registered under the
In the
This press release is being distributed and directed to member states within the European Economic Area, only to those persons who are qualified investors under the Prospectus Regulation in such member state, and such other persons as this press release may be addressed on legal grounds. No person that is not a qualified investor may act or rely on this press release or any of its content. No offer to the public is being made by any member state of the European Economic Area other than
[1] Excluding shares held in treasury. In total, there are 113,943,776 issued shares in Dustin, of which 113,118,776 are ordinary shares and 825,000 shares of series C. As of the date of this press release, the Company holds all 825,000 shares of series C in treasury which do not entitle to participation in the Rights Issue.
[2] Excluding shares held in treasury. In total, there are 113,943,776 issued shares in Dustin, of which 113,118,776 are ordinary shares and 825,000 shares of series C. As of the date of this press release, the Company holds all 825,000 shares of series C in treasury which do not entitle to participation in the Rights Issue.
[3] Calculated including the 825,000 shares of series C which Dustin holds in treasury.
https://news.cision.com/dustin-group-ab/r/dustin-announces-the-terms-of-its-fully-guaranteed-rights-issue,c3866161
https://mb.cision.com/Public/11857/3866161/af7b8360d27c11c7.pdf
(c) 2023 Cision. All rights reserved., source