This press release may not, directly or indirectly, be distributed or
published in Australia, Hong Kong, Japan, Canada, New Zealand, South
Africa or the United States. The offer is not being made to (and
acceptances will not be accepted from) persons in those countries or
elsewhere where their participation requires further documentation,
filings or other measures in addition to those required by Swedish law.
The Management Board of Arctic Paper S.A. ("Company”) hereby
notifies that on December 20 and 21, 2012, a settlement has been made in
respect of the transaction comprising acquisition of shares in Rottneros
AB, a company organized under the laws of Sweden (”Rottneros”),
as a result of the tender offer for the sale or exchange of shares in
Rottneros, which the Company notified of in the current report no.
20/2012 of November 7, 2012 ("Tender Offer”).
On the basis of the resolution no. 2 of the Extraordinary General
Meeting of the Company, on December 3, 2012, the Company issued
10,740,983 series B subscription warrants (the "Subscription Warrants”)
authorizing to subscribe for the same number of series F shares in the
Company (i.e. 10,740,983 series F shares in the Company with the nominal
value of PLN 1 per share) (the "New Shares”). All Subscription
Warrants were subscribed by the Company’s majority shareholder – a
Swedish company, Trebruk AB (former name Arctic Paper AB) ("Trebruk”)
– which subsequently exercised its rights attached to all Subscription
Warrants by way of subscribing for the New Shares being issued by the
Company on the basis of resolution no. 2 of the Extraordinary General
Meeting of the Company of December 3, 2012. The New Shares were
subscribed by Trebruk at the issue price being the PLN (Polish zloty)
equivalent of SEK (Swedish crowns) 12.28632479 per New Share, calculated
according to the sale exchange rate of the National Bank of Poland
effective on the date of subscribing for New Shares (i.e. on December
19, 2012). All New Shares were paid with cash contribution by way of
contractual set-off of Trebruk’s claim towards the Company for repayment
of the debt resulting from the loan agreement concluded on December 14,
2012 by the Company (as the borrower) with Trebruk (as the lender), the
subject of which were the shares in the Company allocated to the
shareholders of Rottneros with respect of the Tender Offer ("Loan
Agreement”) against the Company’s claim towards Trebruk for payment of
the issue price of the New Shares. The information regarding adoption of
a resolution on the right to issue Subscription Warrants was provided by
the Company, among others, in the current report no. 30/2012 of December
4, 2012. The information regarding the Loan Agreement was provided by
the Company, in the current report no. 38/2012 of December 21, 2012.
As a result of the performance of the aforementioned transaction, the
share capital of the Company was increased by PLN 10,740,983.00, up to
the total amount of PLN 66,144,483.00.
As a result of the Tender Offer, the Company acquired 59,090,342 shares
in Rottneros, which constitutes 38.7% of the outstanding shares in
Rottneros and 38.7% of the outstanding votes on the General Meeting of
Rottneros. The Company waived the Tender Offer condition reserved to its
benefit regarding exceeding 90% of the outstanding shares in Rottneros
as a result of the Tender Offer.
The Company acquired from minor shareholders, pursuant to the terms of
the Tender Offer, 1,713,294 shares in Rottneros as a result of sale
thereof for the total amount of SEK 3,940,576.20, which according to the
foreign exchange rates table of the National Bank of Poland no.
247/A/NBP/2012 of December 20, 2012, constitutes the equivalent of PLN
1,852,070.81. As a result of exchange of the shares in Rottneros into
the Shares, 57,377,048 shares in Rottneros were acquired by the Company.
Arctic Paper S.A.
This information is disclosed pursuant to art. 56 section 1 item 1 of
the Polish Offering Act, and was submitted for publication on 22
December 2012 at 3.00 pm CET.
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