Kinnevik intends to offer minority holders in Metro the opportunity to divest shares and warrants after de-listing
Investment AB Kinnevik (publ) ("Kinnevik"), announced on February 6, 2012, through the wholly-owned subsidiary Kinnevik Media Holding AB, a public all cash offer to Metro International S.A.'s ("Metro" or the "Company") holders of depositary receipts regarding shares, warrants and debentures (the "Offer"). At the end of the acceptance period, Kinnevik held in total approximately 94 percent of the total number of outstanding shares of series A (and votes) in Metro, approximately 95 percent of the total number of outstanding shares of series B in Metro (in total approximately 95 percent of the total number of outstanding shares of series A and B in Metro), approximately 98 percent of the total number of warrants in Metro and approximately 97 percent of the total number of debentures in Metro.
Metro has today announced that NASDAQ OMX Stockholm has approved Metro's application for delisting, and that the last day of trading in the Company's shares, warrants and debentures in the form of Swedish depositary receipts will be May 31 2012.
To enable holders of depositary receipts regarding shares and warrants in Metro to divest their holdings after the last day of trading, Kinnevik intends to, through Kinnevik Media Holding, beginning the day after the last day of trading, offer holders to divest their holdings of depositary receipts regarding shares and warrants to Kinnevik on terms corresponding to those applicable under the previous Offer (the "Private offering"). Information regarding how the coming Private offering can be accepted will be sent to all remaining minority holders of shares and warrants in Metro, and will also be available on Kinnevik's webpage, www.kinnevik.se.
In accordance with previously announced information, Kinnevik offers holders of debentures in Metro to tender these to Kinnevik at a price of SEK 0.45 per debenture, corresponding to 90 percent of the nominal value, for as long as the Debentures are outstanding.
The Luxembourg Act of May 2006 regarding compulsory acquisition of minority shares is only applicable in connection with mandatory offers. This means that there currently are no prerequisites for Kinnevik to initiate a compulsory acquisition of the minority shares in Metro after a successful offer. If certain proposed changes to the Luxembourg rules regarding compulsory acquisition of minority shares (bill no. 5978) enter into force and Kinnevik has acquired 95 percent of the shares of series A in Metro, Kinnevik intends to initiate compulsory acquisition regarding shares of series A and shares of series B as well as the warrants issued by Metro in accordance with the new rules.
The information in this press release was submitted
for publication on May 3, 2012 at 09.00 (CET).
For additional information, please visit www.kinnevik.se or contact:
Torun Litzén, Director Corporate Communications, Investment AB Kinnevik.
Tel: +46 (0)8 562 000 83
Mobile: +46 (0)70 762 00 83
Kinnevik in brief
Kinnevik was founded in 1936 and thus embodies seventy-five years of entrepreneurship under the same group of principal owners. Kinnevik's objective is to increase shareholder value, primarily through net asset value growth. The company's holdings of growth companies are focused around seven comprehensive business sectors; Telecom & Services, Online, Media, Microfinancing, Paper & Packaging, Agriculture and Renewable energy. Kinnevik has a long history of investing in emerging markets which has resulted in a considerable exposure to consumer sectors in these markets. Kinnevik plays an active role on the Boards of its holdings.
Kinnevik's class A and class B shares are listed on the NASDAQ OMX Stockholm's list for large cap companies, within the financial and real estate sector. The ticker codes are KINV A and KINV B.
Metro in brief
Metro was founded in 1995 and is the world's largest newspaper with editions in 22 countries in Europe, North and South America and Asia. Metro's newspapers attract 17.6 million readers on a daily basis in 100 cities throughout the world through a combination of local and international news.
In 2011, Metro's total sales amounted to approximately EUR 196.9 million and the operating profit (EBIT) amounted to approximately EUR 19.4 million. Metro's shares of series A and B, warrants and debentures are admitted to trading on NASDAQ OMX Stockholm, Small Cap, in the form of Swedish depositary receipts. The ticker codes of the shares are MTRO A and MTRO B, the ticker code of the warrants is MTRO A TO 1 and the ticker code of the debentures is MTRO 1 RTL.
Additional information on Metro is available on www.metro.lu.
The Private offering will not be made to persons whose participation in the coming Private offering requires that an additional offer document is prepared or registration effected or that any other measures are taken.
This press release and any related documentation regarding the coming Private offering are not being distributed and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country - any such action will not be permitted or sanctioned by Kinnevik. Any purported acceptance of the coming Private offering resulting directly or indirectly from a violation of these restrictions may be disregarded.
The Private offering will not be made, directly or indirectly, by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S., and the coming Private offering cannot be accepted by any such use, means, instrumentality or facility of, or from within Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. Accordingly, this press release and any related documentation regarding the coming Private offering are not being and should not be mailed or otherwise distributed, forwarded or sent in or into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S.
Kinnevik will not deliver any consideration from the coming Private offering into Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S.
This press release is not being, and must not be, sent to shareholders with registered addresses in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. Banks, brokers, dealers and other nominees holding shares for persons in Australia, Hong Kong, Japan, Canada, New Zealand, South Africa or the U.S. must not forward this press release or any other document received in connection with the coming Private offering to such persons.
This press release has been published in Swedish and English. In the event of any discrepancy in content between the language versions, the Swedish version shall prevail.Press release
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(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Kinnevik via Thomson Reuters ONE