RusForest Announces Positive Outcome of Debt-to-Equity SwapStockholm, 2013-02-20 08:05 CET --
RusForest AB (publ) (“RusForest” or the “Company”) (NASDAQ OMX: RUSF), a Swedish forestry company with operations in Russia, announces the positive result of the Company’s Debt-to-Equity Swap with 98.6 percent acceptance.
The subscription period for RusForest’s Debt-to-Equity Swap (carried out by way of a Set-Off Issue) ended on February 18, 2013. Bondholders representing a nominal amount of SEK 260,004,750, corresponding to approximately 98.6 percent of the total outstanding nominal amount of the bonds post-reduction, accepted to participate in the Debt-to-Equity Swap. The remaining Bondholders that chose not to participate in the Debt-to-Equity Swap now hold a zero coupon bond with a reduced nominal amount of SEK 3,745,250 maturing in May 2018.
The completion of the Transaction was conditional upon 90 percent participation in the Debt-to-Equity Swap. Now that this condition has been satisfied, the Transaction will continue as planned with the Rights Issue and Directed Issue. Closing of the Transaction is expected to occur by the end of March 2013. For further information regarding the Transaction and the preliminary timetable, please refer to the prospectus and supplement published on February 5, 2013, and February 12, 2013, respectively.
Based on the acceptances in the Debt-to-Equity Swap, the Board of Directors of RusForest has resolved on the allocation of new shares. 6,500,118,750 newly issued shares, in the form of BTAs (BTA130201, ISIN SE0005036373), will be allocated to bondholders participating in the Debt-to-Equity Swap. The BTAs will be converted to new shares in connection with registration of the Debt-to-Equity Swap with the Swedish Companies Registration Office, expected on or about March 27, 2013.
Trading in the BTAs (BTA130201, ISIN SE0005036373) relating to the Debt-to-Equity Swap will be facilitated through Pareto Öhman AB. For additional trading information, please contact David Jallo at Pareto Öhman AB on +46 8 402 52 21.
The total shares outstanding pro forma for the Debt-to-Equity Swap, Rights Issue and Directed Issue is expected to be 13,203,388,040 before the 100:1 reverse split. The reverse split is expected to occur in the first half of April 2013.
About RusForest AB
RusForest is a Swedish forestry company operating in eastern Siberia and the Arkhangelsk region of Russia. The Company is listed on NASDAQ OMX Stockholm First North (ticker symbol “RUSF”). RusForest’s largest shareholder is Vostok Nafta, which owns approximately 29 percent of the Company’s shares (before allocation in the Debt-to-Equity Swap).
RusForest AB's Certified Adviser on First North is Pareto Öhman AB.
For additional information, please visit the Company’s website at www.rusforest.com or contact:
Mia O’Connor, Investor Relations, telephone: +46 8 771 85 00
IMPORTANT INFORMATION
This press release is not an offer for subscription for shares in RusForest. A prospectus relating to the transactions further described in previous press releases has been approved by, and registered with, the Swedish Financial Supervisory Authority.
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.
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