EGM, Adcore AB (publ): press release

Directed issue replaces rights issue

On September 12, 2001 the Board of Directors of Adcore decided on a rights issue to its existing shareholders, conditional on the approval of today’s EGM. The rights issue would, had it been possible to implement, have provided the company with at least approximately SEK 160 million and at the most approximately SEK 197 million. It was the intention of the Board of Directors of Adcore to create a guarantee consortium to guarantee the implementation of a significant part of the rights issue.

Creating the guarantee consortium proved impossible, as none of the major shareholders were willing to be part of the guarantee consortium or to undertake to subscribe for their parts of the rights issue. In the opinion of the Board of Directors, this response, in combination with the negative development of the capital markets, the general economic development and the weak performance of the Adcore share since the Board’s decision on the rights issue, have made it impossible to implement the rights issue. Therefore, in accordance with the recommendation from the Board of Directors, today’s EGM resolved not to implement the rights issue.

Parallel to preparing the rights issue, alternative solutions have been discussed. This has included the potential sale of major parts of the business to a new owner. Two concrete offers have been received, however on insufficient levels to allow for the implementation of the transaction without leaving the parent company in a situation where the company would have been forced to suspend payments.

In the light of the above, the Board of Directors has discussed with a number of major shareholders and others the feasibility of a directed issue. After further discussions, IT Provider, Skandia, 3:e AP-fonden, Länsförsäkringar and Tanglin Fond, as well as a consortium represented by Christer Jacobsson and Anders Swensson have declared that they will invest in a directed issue. Thus, the Board of Directors of Adcore intends to decide on a directed issue of a total of approximately SEK 165 million. The issue price for the new shares will be SEK 0.40 per share. The new issue is estimated to be implemented in early October 2001. The CEO of Adcore, Ole Oftedal, will acquire shares in Adcore for a total amount of SEK 27.5 million.

Through the new issue, the equity/assets ratio of Adcore will increase to approximately 40 per cent, thereby improving the financial situation of the company significantly. The restructuring will continue, and the company’s operations will soon be entirely concentrated to Stockholm. The inflow of orders continues to be strong and the development in sales and results is according to plan.

Decisions at today’s EGM

Today’s EGM resolved unanimously, in light of the above, (i) to authorise the Board of Directors to implement directed issues of shares, etc, within the limits of the company’s share capital according to the articles of association; (ii) not to approve the rights issue earlier decided by the Board of Directors; (iii) to not authorise the Board of Directors to decide on issuing debentures with warrants, which were intended as compensation to potential guarantors of the rights issue; and resolved (iv) to authorise the Board of Directors to divest of major parts of the business of the Adcore group.

“It feels very satisfying that, after a period of great uncertainty, we have succeeded in securing a long-term solution for the company” says Lars Evander, chairman of the Board of Directors of Adcore.

“I’m very happy that we can now put a difficult period behind us. It is now time to look forward, and I see a strong company with profitable operations, which looks promising for the future. I would specially like to thank our customers who have been loyal and stood by our side, and in many cases signed new contracts with us, through all this. This gives an indication of the quality of Adcore. I’m also happy that our employees have kept their faith in the company, allowing us to maintain full ability to deliver”, says Ole Oftedal, CEO of Adcore.

Stockholm, Sweden, 27 September 2001, Adcore AB (publ)