Regulatory News:
Shareholders of Cloetta AB (publ)(STO:CLAB), 556308-8144, are
hereby invited to attend the extraordinary general meeting, to be
held on Wednesday, 15 February 2012 at 2:00 p.m. at Näringslivets
Hus, Storgatan 19, Stockholm, Sweden.
Notification of attendance Shareholders who wish to attend the
extraordinary general meeting must, firstly, be listed in the
shareholders' register maintained by Euroclear Sweden AB (the
Swedish Central Securities Depository), on Thursday, 9 February
2012, and secondly, give notice to the company of their intention
to attend the meeting no later than Thursday, 9 February 2012.
Notification shall be given by regular mail to Cloetta AB,
Susanne Beijar, 590 69 Ljungsbro, or per e-mail to
susanne.beijar@cloetta.se, or by telephone +46-13-285 111 or
+46-13-285 102, or by fax +46-13-285 112. Shareholders who are
individuals are also able to give notification at the company's
website www.cloetta.se. Name, personal number/corporate
registration number, address, telephone number and the number,
maximum two, of accompanying assistants (whereby their names can be
stated), if any, should be stated when notification is given.
Representatives of minors and corporate representatives shall
submit authorisation documents to Cloetta AB well in advance of the
extraordinary general meeting. Power of attorney forms are
available on the company's website, www.cloetta.se.
To be able to attend the extraordinary general meeting,
shareholders whose shares are registered in the name of a nominee
must have such shares temporarily registered in their own names, in
the shareholders' register maintained by Euroclear Sweden AB. This
procedure, so-called voting rights registration, must have been
effected on Thursday, 9 February 2012 and be requested from the
nominee well in advance of this date.
Proposed agenda 1. Opening of the meeting 2. Election of the
chairman of the meeting 3. Drawing up and approval of voting list
4. Approval of the agenda 5. Election of two persons to verify the
minutes 6. Determination as to whether the meeting has been duly
convened 7. Proposal by the board of directors regarding
(a) approval of the acquisition of Leaf Holland B.V. (b)
amendments to the articles of association (c) new issue of
C-shares to be issued as part of the purchase price in the
acquisition of Leaf Holland B.V (d) authorization for the board of
directors to execute an issue of A- and B-shares with preferential
rights for the existing holders of A- and B-shares 8. Proposal by
AB Malfors Promotor regarding election of new directors, new
chairman of the board and changes to the remuneration to be paid to
the directors 9. Proposal by AB Malfors Promotor regarding amended
guidelines for remuneration to the executive management. 10.
Closing of the meeting
Proposals Item 2 – Election of the chairman of the meeting The
nomination committee, consisting of Christer Wagenius, chairman,
(appointed by AB Malfors Promotor), Thomas Ehlin (appointed by
Nordea Fonder), Eva T�rnqvist (appointed by Ulla Håkansson) and
Johan Hjertonsson (appointed by the board of directors of Cloetta
AB) proposes that attorney-at-law Wilhelm Lüning is elected as
chairman of the meeting.
Item 7 – Proposal by the board of directors regarding (a)
approval of the acquisition of Leaf Holland B.V., (b) amendments to
the articles of association, (c) new issue of C-shares to be issued
as part of the purchase price in the acquisition of Leaf Holland
B.V., d) authorization for the board of directors to execute an
issue of A- and B-shares with preferential rights for the existing
holders of A- and B-shares The board of directors proposes that the
extraordinary general meeting approves the acquisition of Leaf
Holland B.V. and adopts resolutions related to the acquisition in
accordance with items 7(a)-(d) below.
(a) Approval of the acquisition of Leaf Holland B.V. Leaf is a
leading confectionery company focused on Sugar confectionery and
Refreshment (pastilles and chewing gum). Leaf has a leading
position in the Nordic countries, the Netherlands and Italy with
brands such as Malaco, Ahlgrens bilar and Läkerol etc. Leaf is
owned, through Leaf Holding S.A. ("Leaf Holding"), by Nordic
Capital Fund V ("Nordic Capital") and by funds advised by CVC
Capital Partners (”CVC”). As previously announced, Cloetta has on
15 December 2011 entered into an agreement with Leaf Holding to
acquire all shares in Leaf Holland B.V. ("Leaf"). The purchase
price consists partly of a cash payment and partly of newly issued
C-shares in Cloetta. The cash payment amounts to SEK 1,500 million,
of which SEK 100 million shall be paid immediately upon closing of
the acquisition of the shares in Leaf and the remaining SEK 1,400
million shall be paid by way of a vendor loan extended by Leaf
Holding to Cloetta. The issue of new C-shares (see item 7(c)), that
is a part of the purchase price, shall be for a number of shares
equivalent to 57.6 per cent of the share capital of Cloetta after
full dilution for the issue of A- and B-shares with preferential
rights for the existing holders of A- and B-shares that are to be
executed (see item 7(d)). After the record date for said issuance
of A- and B-shares, the C-shares will be convertible into B-shares.
Leaf Holding has given warrants and representations with respect to
Leaf, which could result in an adjustment to the final purchase
price. The cash payment of the purchase price will be financed
partly by an issue of A- and B-shares and partly through five-year
credit facilities of SEK 4.2 billion provided by Svenska
Handelsbanken AB (publ). The credit facilities will be used, in
addition to partly financing the cash payment of the purchase
price, for the refinancing of the existing interest bearing debt in
Leaf as well as for general corporate purposes of the combined
company. According to the loan agreement, Cloetta is subject to
certain obligations and restrictions. This means, inter alia, that
no dividends are to be expected until the company reaches a net
debt/EBITDA ratio in accordance with the company's long-term
intention not exceeding 2.5x net debt/EBITDA. The financing of the
transaction implies that Cloetta would have had a pro forma net
debt as at 31 August 2011 of approximately SEK 3.2 billion. This is
equivalent to 3.8x pro forma net debt/EBITDA for Cloetta's
financial year ending 31 August 2011.
The acquisition of Leaf is, according to the agreement with Leaf
Holding, conditional upon approval to the merger by the relevant
competition authorities. Furthermore, the acquisition is, according
to the agreement, conditional upon resolutions by the extraordinary
general meeting to approve the acquisition and, in accordance with
the majority requirement set out below, to resolve on new issue of
C-shares under item 7(c) and to authorize the board of directors to
execute a new issue of A- and B-shares with preferential rights for
the existing holders of A- and B-shares under item 7(d).
The board of directors believes that the timing for the proposed
acquisition is favourable and that the strategic, industrial and
financial rationale is compelling. The merger is expected to result
in a Nordic leader within the confectionery industry with leading
positions also in Italy and the Netherlands. The board of directors
proposes that the extraordinary general meeting approves the
resolution of the board of directors to acquire Leaf on the terms
and conditions described above, including that Cloetta will take up
the credit facilities referred to above in connection
therewith.
(b) Amendments of the articles of association To enable that
C-shares are issued as part of the purchase price and to authorize
the board to issue new A- and B-shares with preferential rights for
shareholders of A- and B-shares in accordance with the resolutions
proposed under item 7(c) and 7(d), certain amendments are required
to Cloetta's articles of association.
The board therefore proposes the following:
- That § 3 of the articles of association shall be amended so
that the share capital shall be SEK 400,000,000 as a minimum and
SEK 1,600,000,000 as a maximum and the number of shares shall be
80,000,000 as a minimum and 320,000,000 as a maximum.
- That amendments shall be made to § 4 and § 5 of the articles
of association involving that a new class of shares is introduced,
named Class C-shares, with one vote per share. Class C-shares may
be issued up to a maximum number of 200,000,000. A customary
provision regarding primary and secondary preferential rights
respectively shall also apply to Class C-shares. C-shares hold a
limited right to assets in the company's dissolution, corresponding
to their quotient value increased, as per the date of distribution
of assets, by an interest rate of STIBOR one month plus four
percentage units from the date of payment of the subscription
price.
- That an addition is made to § 11 of the articles of
association so that Class C-shares, following a request from the
shareholder, will be convertible into B-shares. Such conversion may
not occur before the date falling the day after the record date for
the new issue of A- and B-shares with preferential rights for
shareholders of A- and B-shares, which the board proposes that the
extraordinary general meeting authorize the board to implement (see
item 7(d)). Upon conversion, each C-share shall entitle to one
B-share.
(c) New issue of C-shares to be issued as part of the purchase
price in the acquisition of Leaf Holland B.V. The board of
directors proposes an issue of new C-shares ("Issue in Kind"), to
be used as part of the purchase price for the acquisition of Leaf
according to item 7(a). The number of new C-shares to be issued
shall amount to a number that is equivalent to 57.6 per cent of the
share capital of Cloetta after full dilution for the issue of A-
and B-shares with preferential rights for the existing holders of
A- and B-shares to be executed (see item 7(d)). The number of
C-shares is accordingly dependent on the terms and conditions for
the issue of A- and B-shares with preferential rights for the
existing holders of A- and B-shares to be executed, and will
therefore be notified in connection with the submission of the
complete proposal for authorization in accordance with item 7(d),
i.e. not later than on 24 January 2012. As a result of the
limitations for the authorization below, as regards the minimum and
maximum number of shares that can be issued by virtue of the
authorization, the minimum number of C-shares to be issued will be
99,112,154 and the share capital will be increased with a minimum
of SEK 495,560,770 from SEK 121,647,890 up to SEK 617,208,660. The
maximum number of C-shares to be issued will be 165,186,924 and the
share capital will be increased with a maximum of SEK 825,934,620
from SEK 121,647,890 up to SEK 947,582,510.
The terms and conditions for the Issue in Kind are in principal
the following:
Leaf Holding shall be solely entitled to subscribe for shares in
the Issue in Kind. Leaf Holding shall, as payment for the shares
(assets contributed in kind), to Cloetta contribute all 20,000
shares in Leaf. In addition to the issued new C-shares and thus
part of the purchase price, Cloetta will as payment for the shares
in Leaf be extended a vendor loan by Leaf Holding in the amount of
SEK 1,400 million and pay SEK 100 million in cash immediately upon
closing of the acquisition of the shares in Leaf.
Subscription of the shares shall be made on a designated
subscription list not later than on 15 July 2012. Oversubscription
is not possible. Upon subscription, Leaf Holding will pay for the
Issue in Kind by contribution of all 20,000 shares in Leaf.
Based on, inter alia, the closing share price for Cloetta's
B-share as of 13 January 2012 and taking into account the dilution
of the C-shares that the issue of A- and B-shares with preferential
rights according to item 7(d) results in, the subscription price
for each C-share in Cloetta has been estimated to a minimum of SEK
15.14 and a maximum of SEK 25.23 (depending on the total number of
shares to be issued by virtue of the authorization in accordance
with item 7(d)). The company estimates that the value of the assets
to be contributed in kind will have a value of SEK 2,500,130,099,
which may be adjusted on the basis of the share price of the
company's B-shares on the so-called transaction date. The
information regarding the estimated subscription price according to
the foregoing will be updated in the complete proposal under this
item 7(c).
The extraordinary general meeting's resolution regarding the
Issue in Kind requires amendments to the articles of
association.
(d) Authorization for the board of directors to execute an issue
of A- and B-shares with preferential rights for the existing
holders of A- and B-shares The board of directors proposes that the
board of directors shall be authorized, until the next annual
general meeting, to resolve on new issues of A-shares and B-shares
with preferential rights for the existing holders of A- and
B-shares (the "Rights Issue") with the purpose to use the proceeds
of the issue as repayment of the vendor loan that Cloetta has been
extended by Leaf Holding as part of the purchase price for Leaf.
Resolutions that are passed by virtue of the authorization can
result in a minimum of 4,720,000 A-shares and 43,939,156 B-shares
and a maximum of 9,440,000 A-shares and 91,056,340 B-shares being
issued (the maximum number of shares is based on full dilution for
outstanding convertibles in the company). The authorization
includes the right to resolve on an issue in cash, and the board of
directors may, if it deems it appropriate, allow shares to be paid
by set-off. The new shares are entitled to dividend from the date
the shares are recorded in the share register held by Euroclear
Sweden AB.
The terms and conditions for the Rights Issue are in principal
the following:
The board of directors will not later than on 24 January 2012
submit its full proposal for the authorization, which will set
forth the amount that the company's share capital can be increased
by based on the authorization, the number of A- and B-shares that
can be issued, and the subscription price to be paid for each new
share.
Owners of Class A-shares will have the right to subscribe for
new A-shares and owners of Class B-shares will have the right to
subscribe for new B-shares (primary preferential right). Shares not
subscribed for with primary preferential right will be offered to
all shareholders (secondary preferential right). If the number of
offered shares is not sufficient for subscription with secondary
preferential rights, the shares will be distributed among the
subscribers in relation to the number of shares previously owned by
them, and should this not be possible, by the drawing of lots. In
connection with a transfer of a subscription right (primary
preferential right), the secondary preferential right is also
transferred to the new holder of the subscription right.
Regarding shares that have not been subscribed for by virtue of
primary or secondary preferential rights, allotment shall firstly
be made to others who have not subscribed based on subscription
rights, and in the event that allotment cannot be made in full to
these, allotment shall be made pro rata in relation to the number
of shares that they subscribed for, and should this not be
possible, by the drawing of lots. Secondly, any remaining shares
shall be allocated to AB Malfors Promotor and Leaf Holding, acting
as underwriters, in accordance with the conditions of their
respectively undertaking.
The record date for determining the right to receive
subscription rights and the subscription period will be determined
by the board in connection with the board's decision to issue new
shares by virtue of this authorization. Subscription by virtue of
subscription rights shall be made by cash payment during the
subscription period. Subscription not based on subscription rights
shall be made through subscription on an application form during
the same subscription period, except that the underwriters referred
shall have an extended subscription period.
The extraordinary general meeting's resolution to authorize the
board to implement the Rights Issue requires amendments to the
articles of association.
Special conditions relating to the proposed resolutions under
item 7 The acquisition of Leaf is inter alia conditional upon
approval to the merger by the relevant competition authorities. The
board's proposal for resolutions regarding items 7(a)-(d) and the
validity of the meetings' resolutions are conditional upon such
approval having been given at the latest 15 July 2012. In addition,
items 7(a)-(d) are conditional upon each other.
Special majority requirements and shareholder support relating
to the proposed resolutions under item 7 The proposal under item
7(b) is subject to the resolution by the extraordinary general
meeting being supported by shareholders representing at least two
thirds of the votes cast as well as the number of shares
represented at the meeting. In addition, according to the Swedish
Securities Council's statement 2011:33, the proposal under item
7(c) is subject to the resolution by the extraordinary general
meeting being supported by shareholders representing at least two
thirds of the votes cast as well as the number of shares
represented at the meeting. AB Malfors Promotor, the largest
shareholder of Cloetta at the time of issuance of this notice,
holding approximately 52 per cent of the share capital and 74 per
cent of the votes in Cloetta has undertaken to vote in favour of
the board's proposal under item 7.
Documentation relating to the proposed resolutions under item 7
A separate information brochure regarding the merger will be made
available for the shareholders before the extraordinary general
meeting.
Item 8 – Proposal by AB Malfors Promotor regarding election of
new directors, new chairman of the board and changes to the
remuneration to be paid to the directors Following completion of
Issue in Kind and the Rights Issue, AB Malfors Promotor will hold
22.0 per cent of the share capital and 39.9 per cent of the votes
in Cloetta. CVC will hold 33.0 per cent of the share capital and
25.4 per cent of the votes and Nordic Capital will hold 24.6 per
cent of the share capital and 18.9 per cent of the votes. CVC's and
Nordic Capital's shares will be held by newly established holding
companies.
AB Malfors Promotor, the largest shareholder of Cloetta at the
time of issuance of this notice, holding approximately 52 per cent
of the share capital and 74 per cent of the votes in Cloetta has,
before this extraordinary general meeting, informed Cloetta that
the future three major shareholders in Cloetta, i.e. AB Malfors
Promotor, CVC and Nordic Capital (the latter two initially through
Leaf Holding), as a part of the merger between Cloetta and Leaf,
has entered into an agreement that among others provides for the
composition of the board of directors in Cloetta. According to the
agreement, each of the major shareholders referred to shall be
entitled to nominate two directors. In addition, three, according
to the major shareholders, independent directors shall be
nominated, of whom one shall be the chairman of the board. The
future three major shareholders have nominated Lennart Bylock, Hans
Eckerstr�m, Håkan Kirstein, Adriaan Nühn, Robert-Jan van Ogtrop,
Mikael Svenfelt, Olof Svenfelt, Meg Tivéus and Peter T�rnqvist to
be directors. The nominated directors Mikael Svenfelt, Olof
Svenfelt and Meg Tivéus are currently directors of the board of
Cloetta.
AB Malfors Promotor has, in light of the foregoing, proposed the
following:
1. The number of members of the board of directors elected by
the shareholders' meeting shall be nine with no deputies, according
to the below.
2. At Cloetta's annual general meeting 2011, the meeting
resolved that remuneration shall be paid with SEK 200,000 to the
chairman of the board and SEK 175,000 to each of the other board
members elected by the shareholders' meeting and that remuneration
for committee work shall be paid with SEK 30,000 to members of the
audit committee and SEK 20,000 to members of the remuneration
committee. In view of the increased work-load for the directors of
the board due to the merger with Leaf, it is proposed that the
remuneration shall be adjusted as follows. The remuneration for the
period until the next annual general meeting (estimated to be held
during spring 2013) to each of the board members elected by the
shareholders' meeting shall be paid with SEK 250,000 and the
remuneration to the chairman of the board shall be paid with SEK
500,000. Further, remuneration for committee work shall be paid
with SEK 100,000 to each member of the audit committee (the number
of directors in the audit committee may not exceed four) and to
each member of the remuneration committee with SEK 50,000 (the
number of directors in the remuneration committee may not exceed
four). Further, remuneration shall be paid with SEK 100,000 to each
member of the integration committee, a committee formed
specifically for the integration between Cloetta and Leaf, which
committee shall be of a temporary nature. It is further noted that
the remuneration to the directors for the period from the annual
general meeting 2011 until the decision of the meeting under this
item 8 takes effect, will be paid based on the remuneration levels
decided at the annual general meeting 2011; however in proportion
to the length of the period of mandate.
3. Lennart Bylock, Hans Eckerstr�m, Håkan Kirstein, Adriaan
Nühn, Robert-Jan van Ogtrop and Peter T�rnqvist shall be elected as
new directors of the board. The current directors, except for
Mikael Svenfelt, Olof Svenfelt and Meg Tivúes, have declared that
they will resign as board members in Cloetta once the appointment
of the new directors takes effect. More information regarding the
proposed new directors will be available at the company's website,
www.cloetta.se.
4. Lennart Bylock shall be elected as the chairman of the
board.
5. The resolution regarding this item 8 adopted by the
extraordinary general meeting shall not be valid until Cloetta
announces that the company has closed the acquisition of the shares
in Leaf, such shares having been acquired in accordance with item
7(a).
If the meeting approves this proposal, the board will once the
resolution becomes effective and until the next annual general
meeting, consist of the directors Lennart Bylock (chairman), Hans
Eckerstr�m, Håkan Kirstein, Adriaan Nühn, Robert-Jan van Ogtrop,
Mikael Svenfelt, Olof Svenfelt, Meg Tivéus and Peter T�rnqvist.
Cloetta's nomination committee has been informed about the
agreement between the future three major shareholders in Cloetta
and of the proposal above, and has therefore chosen not to submit
any proposal regarding election of board of directors, chairman of
the board or remuneration to the directors.
Item 9 – Proposal by AB Malfors Promotor regarding amended
guidelines for remuneration to the executive management At
Cloetta's annual general meeting on 19 December, 2011 guidelines
for remuneration to the executive management was adopted. AB
Malfors Promotor has, in view of Cloetta's acquisition of Leaf,
proposed that the guidelines that were adopted at the annual
general meeting 2011 shall be amended and that guidelines for
remuneration to the executive management as follows shall
apply.
The remuneration to the managing director and other members of
the executive management and other executives reporting directly to
the managing director shall consist of fixed salary, variable
salary, other benefits and pension. To the extent considered
appropriate by the board of directors, the executives in question
shall be offered to participate in long-term share related
incentive program, which shall be decided by the general meeting.
Any variable salary should be linked to predetermined and
measurable criteria and be limited to the equivalent of one fixed
annual salary. The total remuneration shall correspond to market
practice and be competitive, and be related to responsibility and
authority. Upon termination of employment agreements by the
company, the notice period shall be no longer than 12 months. Any
severance pay shall not exceed one fixed annual salary. The company
shall strive to have defined contribution pension benefits. The
retirement age shall be not less than 60 years and not more than 67
years. These guidelines apply to agreements entered into after the
extraordinary general meeting, and to any changes made to existing
agreements thereafter. The board of directors may deviate from
these guidelines only in case special circumstances so warrant in
an individual case.
In conformity with the proposed resolutions under item 7,
according to AB Malfors Promotor's proposal, the validity of the
resolution by the extraordinary general meeting pursuant to this
item 9 shall be conditional upon the relevant competition
authorities having approved the merger between Cloetta and Leaf no
later than 15 July 2012.
Authorization
The board, or the person that the board will appoint, is
authorized to make the minor adjustments in the extraordinary
general meeting pursuant to items 7(b)-(d) and 8 as may be required
in connection with registration at the Companies Registration
Office and Euroclear Sweden AB.
Number of shares and votes
There are, at the time of issuance of this notice, in the
aggregate 24,329,578 shares outstanding in Cloetta AB distributed
on 2,360,000 A-shares and 21,969,578 B-shares. The total number of
votes is 45,569,578 whereof 23,600,000 of the votes are represented
by A-shares and 21,969,578 of the votes are represented by
B-shares.
Shareholder's right to request information In accordance with
the Swedish Companies Act Ch. 7 Sec. 32, the shareholders have the
right to ask questions at the extraordinary general meeting
regarding the items on the agenda. Shareholders who wish to submit
questions in advance of the extraordinary general meeting, shall
send these to Cloetta AB, Susanne Beijar, 590 69 Ljungsbro, or per
e-mail to susanne.beijar@cloetta.se.
Available documents
The board's complete proposals for decisions under item
7(b)-(d), reports and statements under the Swedish Companies Act
Ch. 13 6-8 §§ as well as information regarding the proposals under
item 7 will be available to the shareholders at the company's
office and at the company's website www.cloetta.se not later than
Wednesday, 25 January 2012, and will also be distributed to
shareholders who have notified their wish to receive the documents
and have informed of their postal address.
Ljungsbro, January 2012 Cloetta AB (publ) The board of
directors
The information in this press release is subject to the
disclosure requirements of Cloetta AB (publ) pursuant to the
Swedish Securities Market Act. The information was submitted for
publication on 16 January 2012, 08.00 a.m. CET.
* This is an in-house translation. In case of any discrepancies
between the Swedish original and this translation, the Swedish
original shall prevail. Please note that the Extraordinary General
Meeting will be conducted in Swedish.
About Cloetta
Founded in 1862, Cloetta is the oldest confectionery company in
the Nordic region. In 2012 Cloetta will thus celebrate its 150th
anniversary. The Cloetta brand stands for responsibility and
quality, but is also strongly associated with happiness, enjoyment
and energy. The company’s key brands are Kexchoklad, Center, Plopp,
Polly, Tarragona, Guldnougat, Bridge, Juleskum, Sportlunch and
Extra Starka. Cloetta has two production units in Sweden, one in
Ljungsbro and one in Alingsås. www.cloetta.com
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