Gränges AB: Gränges resolves on a fully guaranteed rights issue and announces terms

The Board of Directors of Gränges AB (publ) ("Gränges" or "the Company"), (Nasdaq Stockholm: GRNG), has on 18 November 2020, with authorisation from the annual general meeting held on 25 June 2020, resolved on a fully guaranteed rights issue of approximately SEK 1.7 billion with preferential rights for existing shareholders in order to finance the acquisition of Aluminium Konin, which was completed on 6 November 2020, maintain Gränges' financial strength and to finance future growth investments in line with Gränges' strategy. Through this press release, Gränges' Board of Directors also announces the terms of the rights issue.
The rights issue in brief
The rights issue comprises a maximum of 28,348,964 shares. Shareholders in Gränges have preferential right to subscribe for 4 new shares per 11 existing shares.
The subscription price has been set to SEK 60 per share, which will provide total proceeds of SEK 1,701 million before transaction costs.
The purpose of the rights issue is to finance the acquisition of Aluminium Konin, maintain Gränges' financial strength and to finance future growth investments in line with Gränges' strategy.
Gränges' shareholders the Fourth National Pension Fund, AFA Insurance, Boryszew S.A. and Unionen, which together hold 23.6 per cent of the total number of shares and votes in Gränges as of 18 November 2020, have, on customary conditions, committed to subscribe for new shares corresponding to their respective pro rata shares. Handelsbanken Fonder, Swedbank Robur Fonder, Lupus alpha and PriorNilsson Fonder have undertaken to subscribe for new shares corresponding to 16.4 per cent of the total number of shares and votes in Gränges prior to the rights issue. In addition to the commitment to subscribe for their respective pro rata shares, the Fourth National Pension Fund and Unionen have entered into a guarantee commitment to subscribe for an additional share, corresponding to 26.5 per cent of the rights issue. Together, the subscription and guarantee commitments provided by shareholders amount to 66.4 per cent of the rights issue.
For the remaining amount, for which shareholders have not submitted subscription or guarantee commitments, Svenska Handelsbanken AB (publ), Danske Bank A/S, Denmark, Swedish branch and Nordea Bank Abp, Swedish branch ("Joint Global Coordinators" and "Joint Bookrunners") have entered into a guarantee commitment, subject to customary conditions. Thus, the rights issue is fully guaranteed.
Background and rationale
On 6 November 2020, Gränges acquired all shares in Impexmetal S.A., whose only asset was Aluminium Konin's operations from Boryszew S.A. for SEK 2.2 billion on a cash and debt-free basis. In addition to the purchase price, Gränges paid approximately SEK 400 million for the part of an ongoing expansion programme which has been completed prior to completion of the transaction.
Aluminium Konin is a Polish manufacturer of flat rolled aluminium products with a wide assortment and a strong position within niche markets. The production takes place in a well-developed and cost efficient integrated rolling mill located in Konin, Poland. Gränges' Board of Directors deems the acquisition as a good strategic fit and the acquired business will contribute with new capabilities and new capacity, which enables a broader customer offering and new solutions for the automotive industry of the future, and other industries strengthens Gränges' presence in emerging markets and enables synergies. In connection with the completion of the acquisition, Aluminium Konin changed its name to Gränges Konin.
In conjunction with the announcement of the acquisition of Aluminium Konin on 28 November 2019, Gränges also communicated its intention to carry out a rights issue of approximately SEK 2,000 million with preferential rights for existing shareholders. The purpose of the rights issue is to finance the acquisition of Aluminium Konin, maintain Gränges' financial strength and to finance future growth investments in line with Gränges' strategy. On 7 October 2020, Gränges and Boryszew S.A, within the framework for the acquisition of Aluminium Konin, agreed on a new structure for the purchase price. In accordance with the new structure, the equivalent of SEK 203 million of the purchase price was paid through an issue in kind of shares in Gränges. The issue in kind, and Gränges' financial development, enable, according to the Board of Directors' assessment, a reduction of the rights issue with approximately SEK 300 million, while maintaining Gränges' financial strength.
Terms of the rights issue
Gränges' existing shareholders have preferential right to subscribe for new shares in proportion to their existing shareholdings. Anyone who on the record date 25 November 2020 is registered as a shareholder in Gränges by Euroclear Sweden is entitled to one (1) subscription right for each existing share. Eleven (11) subscription rights entitle subscription of four (4) new shares.
In the event that not all shares are subscribed for by virtue of subscription rights, the Board of Directors shall, within the framework of the highest amount of the rights issue, decide on the allocation of shares which have not been subscribed for by virtue of subscription rights. In such case, shares shall firstly be allocated to those who also subscribed for shares by virtue of subscription rights, regardless if they were shareholders on the record date, 25 November 2020, or not, and in case of oversubscription, in proportion to the number of subscription rights each have exercised for subscription of shares or, to the extent this is not possible, by the drawing of lots. Secondly, allotment shall be made to others whom have subscribed for shares without virtue of subscription rights, and in case of oversubscription, in proportion to the number of shares specified in each subscription application or, to the extent this is not possible, by the drawing of lots. Thereafter, allotment shall be to the Fourth National Pension Fund, which has provided a guarantee commitment of up to SEK 350 million, and Unionen, which has provided a guarantee commitment of up to SEK 100 million. For Unionen's guarantee commitment, renumeration in line with market practice will be paid. Ultimately, allocation shall be made to the Joint Global Coordinators and Joint Bookrunners in accordance with the guarantee commitment described below.
The rights issue will increase Gränges' share capital by a maximum of SEK 37,981,240, from the current SEK 104,448,413 to not more than SEK 142,429,652 through an issuance of not more than 28,348,964 shares. After the rights issue, the number of shares in Gränges will not amount to more than 106,308,618 shares.
The new shares are issued at a subscription price of SEK 60 per share. No commission will be charged. Thus, the rights issue will provide Gränges with proceeds of up to SEK 1,701 million before deduction of transaction costs.
The record date at Euroclear Sweden for determining who is entitled to receive subscription rights is 25 November 2020. This means that the share will be traded including the right to participate in the rights issue up to, and including, 23 November 2020.
Subscription of new shares shall take place from 27 November 2020 up to, and including, 11 December 2020, or until such later date resolved by the Board of Directors.
Trading with subscription rights takes place on Nasdaq Stockholm during the period from 27 November 2020 up to, and including, 9 December 2020.
For shareholders choosing not to participate in the rights issue, there will be a dilution effect of approximately 26.7 per cent. However, shareholders can gain economic compensation for this dilution by selling their subscription rights.
The Board of Directors' decision regarding the rights issue has been made within the framework of the authorisation given by the Annual General Meeting held on 25 June 2020. For more information, please refer to the separate press release from the Annual General Meeting which was published on 25 June 2020.
Subscription undertakings and guarantee commitments
Gränges' shareholders, the Fourth National Pension Fund, AFA insurance, Boryszew S.A. and Unionen, which hold 9.3, 8.8, 3.1 and 2.4 percent of the total number of shares and votes in Gränges as of 18 November 2020, have, on customary conditions, undertaken to subscribe for new shares corresponding to their respective pro rata shares. Handelsbanken Fonder, Swedbank Robur Fonder, Lupus alpha and PriorNilsson Fonder have undertaken to subscribe for new shares corresponding to 16.4 per cent of the total number of shares and votes in Gränges prior to the rights issue. In addition to the commitment to subscribe for their respective pro rata shares, the Fourth National Pension Fund and Unionen have entered into a guarantee commitment to subscribe for an additional share, corresponding to 26.5 per cent of the rights issue. Together, the subscription and guarantee commitments provided by shareholders amount to 66.4 per cent of the rights issue.
For the remaining amount, for which shareholders have not submitted subscription or guarantee commitments, the Joint Global Coordinators and Joint Bookrunners have entered into a guarantee commitment, subject to customary conditions. Thus, the rights issue is fully guaranteed.
Indicative timetable for the rights issue  
+-----------------+-----------------------------------------------------------+
|23 November 2020 |Last day of trading in shares, including the right to      |
|                 |receive subscription rights                                |
+-----------------+-----------------------------------------------------------+
|24 November 2020 |Estimated date for publication of the prospectus           |
+-----------------+-----------------------------------------------------------+
|24 November 2020 |First day of trading in the share, excluding the right to  |
|                 |receive subscription rights                                |
+-----------------+-----------------------------------------------------------+
|25 November 2020 |Record date for participation in the rights issue, i.e.    |
|                 |shareholders who are registered in the share register as of|
|                 |this day will receive subscription rights                  |
+-----------------+-----------------------------------------------------------+
|27 November 2020 |Trading in subscription rights                             |
|- 9 December 2020|                                                           |
+-----------------+-----------------------------------------------------------+
|27 November 2020 |Subscription period                                        |
|- 11 December    |                                                           |
|2020             |                                                           |
+-----------------+-----------------------------------------------------------+
|27 November 2020 |Trading in paid subscribed shares ("BTA")                  |
|- 16 December    |                                                           |
|2020             |                                                           |
+-----------------+-----------------------------------------------------------+
|16 December 2020 |Estimated date for publication of the outcome of the rights|
|                 |issue                                                      |
+-----------------+-----------------------------------------------------------+
|Around 22        |First day of trading in shares subscribed for with the     |
|December 2020    |virtue of subscription rights                              |
+-----------------+-----------------------------------------------------------+
|Around 4 January |First day of trading in shares subscribed for without the  |
|2021             |virtue of subscription rights                              |
+-----------------+-----------------------------------------------------------+
Financial and legal advisors
Handelsbanken Capital Markets, Danske Bank A/S, Denmark, Swedish branch and Nordea Bank Abp, Swedish branch are acting as Joint Global Coordinators and Joint Bookrunners. Advokatfirman Vinge KB is acting as legal advisor to the Company and Roschier Advokatbyrå AB is legal advisor to the Joint Global Coordinators and Joint Bookrunners in connection to the rights issue.
For further information, please contact:
Johan Menckel, CEO
johan.menckel@granges.com,tel: +46 8 459 59 00
Oskar Hellström, CFO and deputy CEO
oskar.hellstrom@granges.com,tel: +46 8 459 59 00
Johan Dufvenmark, VP Group Treasury & Investor Relations
johan.dufvenmark@granges.com,tel: +46 705 97 43 75
This information is information that Gränges AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons above, at 07:30 CET on 18 November 2020.
About Gränges
Gränges is a leading global supplier of rolled aluminium products for heat exchanger applications, speciality packaging and niche markets. In materials for brazed heat exchangers Gränges is the global leader with a market share of approximately 20 per cent. The company develops, produces and markets advanced materials that enhance efficiency in the customers' manufacturing process and the performance of the final products. The company's geographical markets are Europe, Asia and the Americas with production facilities in all three regions and a combined total annual capacity of 560,000 metric tonnes. Gränges has 2,400 employees and net sales of SEK 13 billion. The share is listed on Nasdaq Stockholm. More information on Gränges is available at www.granges.com.
Important information 
In certain jurisdictions, the publication, announcement or distribution of this press release may be subject to restrictions according to law and persons in such jurisdictions where this press release has been published or distributed should inform themselves, observe and abide by such restrictions. The recipient of this press release is responsible for using this press release, and the information herein, in accordance with applicable rules in the respective jurisdiction.
This press release does not contain or constitute an invitation nor offer to acquire, sell, subscribe for or otherwise trade in shares, subscription rights or other securities in Gränges. Invitation to the persons concerned to subscribe for shares in Gränges will only be made by means of the prospectus that Gränges intends to publish on the Company's website, following the approval and registration thereof by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The prospectus will contain, among other things, risk factors, financial information as well as information regarding the Company's Board of Directors. This press release has not been approved by any regulatory authority and is not a prospectus and accordingly, investors should not subscribe for or purchase any securities referred to in this press release except on the basis of information contained in the prospectus to be published by Gränges.
This press release is not directed to persons located in the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or in any other jurisdiction where the offer or sale of the subscription rights, paid subscribed shares (Sw. betalda tecknade aktier) or new shares is not permitted. This press release may not be released, published or distributed, directly or indirectly, in or into the United States, Canada, Japan, Australia, Hong Kong, New Zealand, Singapore, South Africa or any other jurisdiction where such measure is wholly or partially subject to legal restrictions or where such measure would require additional prospectuses, offer documents, registrations or any other measure in addition to what is required under Swedish law. The information in this press release may not be forwarded, reproduced or disclosed in such a manner that would contravene such restrictions or would require such additional prospectuses, offer documents, registrations or any other measure. Failure to comply with this instruction may result in a violation of the United States Securities Act of 1933, as amended, (the "Securities Act") or laws applicable in other jurisdictions. No subscription rights, paid subscribed shares or new shares have been or will be registered under the Securities Act, or with any other securities regulatory authority of any state or other jurisdiction of the United States and no subscription rights, paid subscribed shares or new shares may be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, into or within the United States or on account of such persons other than pursuant to an exemption from, or in a transaction not subject to the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or jurisdiction of the United States. No public offering of subscription rights, paid subscribed shares or new shares is made in the United States. There is no intention to register any securities referred to herein in the United States or to make a public offering in the United States.
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Matters discussed in this press release may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company's control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements.
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