A/S Trigon Agri: Announcement of EUR 105 million capital raising by Trigon Agri A/S
Copenhagen, May 05, 2008
Announcement of EUR 105 million capital raising by Trigon Agri A/S
Not for release, publication or distribution, directly or indirectly, in or into the United States of America, Canada or Japan.
Following marketing to institutional and certain other investors, the Board of Directors, pursuant to an authorisation given at the extraordinary general meeting on 17 March 2008, has decided on 30 April 2008 to:
1) Raise EUR 105 million through the issue of 70,000,000 new shares without any pre-emption rights for the existing shareholders of the Company. The offer price is EUR 1.50 per share. More than 60 accounts participated in the capital raising, including existing shareholders such as Trigon Capital AS, who has subscribed for 6,500,000 shares.
2) Issue 17,500,000 warrants to AS Trigon Agri Advisors in accordance with the Shareholders’ resolutions adopted on the Extraordinary General Meeting on 17th March 2008.
The net proceeds of the offering are estimated to amount to approximately EUR 99.3 million. The company proposes to use the proceeds of the offering to finance and put into production the company’s land under control as well as increasing the company’s total land under control.
Trigon Agri aims to control 200,000 hectares of farmland by the end of 2008 and up to 300,000 hectares of farmland by 2010.
The capital raising has been open to institutional investors outside the United States in reliance on Regulation S and in the United States to qualified institutional buyers under Rule 144A. Trading in interim shares is expected to commence on or about 2 May 2008. Trading in the new shares to be issued on First North is expected to start on or about 6 May 2008.
Joakim Helenius stated: “We are very pleased with having completed this share offering as it provides Trigon Agri with the financial resources to continue to grow as an integrated soft commodities operator in the former Soviet Union”.
The Company together with Trigon Capital have also entered into a Placing Agreement with Credit Suisse Securities (Europe) Limited and SEB Enskilda. Under the terms of the Placing Agreement, Credit Suisse and SEB Enskilda have agreed to subscribe or obtain subscribers for the new shares.
Subject to certain exceptions, Trigon Agri has agreed to a 365-day lock up period with respect to any issuance, offer or sale of shares, equity-linked securities and options or the announcement to do any of the foregoing. Trigon Capital will own 3,618,334 shares locked up until 1 May 2010 and 6,500,000 shares locked up until 1 September 2008.
Credit Suisse and SEB Enskilda acted as Joint Bookrunners of the offering.
For further information please contact:
Mr. Ülo Adamson, Chairman of the Board of Directors of Trigon Agri A/S
Tel: +372 66 79 200
The Company’s Certified Advisor is SEB Enskilda.
About Trigon Agri A/S
Trigon Agri A/S is an integrated leading cereal and dairy commodities company with operations in Ukraine, Russia and Estonia. Trigon Agri A/S shares are traded at the First North stock exchange in Stockholm, an alternative market place of the OMX Nordic Exchange. Trigon Agri A/S is managed under an advisory agreement by AS Trigon Capital, a leading Central and Eastern European investment and corporate advisory firm with more than USD 1 billion of discretionary assets under management.
The land under control figures provided in this document have been prepared by Trigon Agri A/S. There is no generally accepted definition or concept of ‘land under control’ and the land comprised under this concept includes land which is both registered and unregistered and also land which Trigon Agri A/S controls pursuant to memoranda of understanding and powers of attorney. While Trigon Agri A/S believes that the figures above provide a fair and accurate estimate of the land under control, there is no guarantee that a third party would not have a different understanding and would arrive at a different figure for land under control.
The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States of America. These materials are not an offer for sale of securities. The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. Any public offering of securities will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the company and management, as well as financial statements. There is no intention to register any portion of the offering in the United States of America or to conduct a public offering of securities in the United States of America.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. No offering of securities to the public will be or has been made in any jurisdiction outside Denmark or Sweden.
This document does not constitute an offer of securities to the public in the United Kingdom. This document is for distribution in the United Kingdom only to persons who have professional experience in matters relating to investments falling within Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or to whom it may otherwise be lawfully passed on (all such persons being referred to as “relevant persons”). This document must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is only available to relevant persons and will be engaged in only with relevant persons.