Terms and conditions for the directed issue
Based on the authorisation given at the EGM on September 27, 2001, the Board of Directors today decided on a directed issue of a total of minimum 400 000 000 and maximum 423 750 000 new shares, representing an increase of the share capital by a minimum of SEK 40 000 000 and a maximum of SEK 42 375 000. The issue price for the new shares will be SEK 0.40 per share. Thereby, Adcore will obtain proceeds of minimum SEK 160 million and maximum SEK 169,5 million.
The issue is mainly directed to IT Provider, Skandia, Tredje AP-fonden, Länsförsäkringar and Tanglin Fond as well as a consortium represented by Christer Jacobsson and Anders Swensson. The CEO of Adcore, Ole Oftedal, will acquire shares in Adcore for a total amount of SEK 27.5 million after the completion of the issue. The proceeds from the directed issue are expected to be at the company’s disposal mid October 2001. After the completion of the new issue, Adcore’s share capital amounts to a minimum of SEK 55 192 222.60 and a maximum of SEK 57 567 222.60, divided on minimum 551 922 226 and maximum 575 672 226 shares.
Effects from the issue and further development in Adcore
After the new issue, the equity/assets ratio of Adcore will increase to approximately 40 per cent. The restructuring can thus continue with force regarding the operations that today are entirely concentrated to Stockholm. More information regarding the restructuring will be presented in the interim report for the third quarter 2001, which has a new publishing date on November 7, 2001.
One of the companies included in the above mentioned consortium, Active Holding B.V., has the intention to offer a smaller group of the company’s managers the possibility to, at market value, acquire call options for a total of approximately 25 000 000 underlying shares.
Furthermore, the Board of Directors in Adcore has decided to propose to an EGM in Adcore for an option programme to be directed to all staff. The terms and conditions regarding this option programme will be presented shortly.
Stockholm, Sweden, 3 October 2001, Adcore AB (publ)