COMPANY ANNOUNCEMENT NO 36/2013 — 23 AUGUST 2013
Not for publication or distribution in Australia, Canada, Japan or the USA
This Announcement does not constitute or form part of an offer to sell or solicitation to purchase securities of Royal Unibrew A/S in the USA, Australia, Canada or Japan or in any other jurisdiction in which such offer or solicitation would be illegal. Royal Unibrew A/S' securities are not and will not be registered under the U.S. Securities Act of 1933 ("the Securities Act") and may not be offered or sold in the USA absent registration, an exemption from or a transaction not subject to the registration requirements under the Securities Act.
Royal Unibrew increases its share capital through a directed issue and sells treasury shares
With reference to Company Announcement No 33/2013 of 11 July 2013, the Board of Directors of Royal Unibrew A/S has today, in accordance with Article 7(2) of the Company's Articles of Association, increased its share capital by 9.995% of the existing share capital (corresponding to 9.09% of the share capital after the capital increase) at market price in an issue directed to Hartwall Capital Oy Ab's wholly-owned subsidiary HC 7 Holding Oy Ab ("Hartwall Capital") without any pre-emption rights for the Company's existing shareholders. The new shares will carry the same rights as the existing shares.
The 1,008,500 new Royal Unibrew A/S shares of a nominal value of DKK 10 each have been subscribed for at a price of DKK 557.36 per share. The subscription price corresponds to market price calculated as the average market price of Royal Unibrew A/S' shares over a period of 15 business days before (and excluding) today's date.
Moreover, Royal Unibrew A/S has today sold 37,500 treasury shares to Hartwall Capital at the calculated market price, see above.
Royal Unibrew applies the proceeds from the capital increase and the sale of treasury shares to complete the acquisition of Oy Hartwall Ab
The background for the decision to complete the directed issue and to sell 37,500 of the Company's treasury shares to Hartwall Capital is that the conditions for Royal Unibrew A/S' acquisition of the Finnish brewery Oy Hartwall Ab have been met, and that the acquisition is expected to be completed today (see Company Announcement No 35/2013 of 19 August 2013). The proceeds from the capital increase and the sale of treasury shares totalling DKK 583 million will be applied towards partial funding of the acquisition of the Finnish brewery as previously announced (see Company Announcement No 33/2013 of 11 July 2013).
Issue and registration of the new shares
The subscription price for the new shares has been paid today, and the new shares have been registered with the Danish Business Authority, after which the total number of Royal Unibrew A/S shares aggregates 11,098,500 shares of a nominal value of DKK 10 each corresponding to a nominal share capital of DKK 110,985,000 (before the capital increase 10,090,000 shares and a nominal share capital of DKK 100,900,000).
Admission for trading and official listing of the new shares
The new shares are expected to be registered with VP Securities and to be admitted for trading and official listing on NASDAQ OMX Copenhagen under the ISIN code for Royal Unibrew's existing shares (ISIN code DK 0010242999) on 27 August 2013.
The acquisition of Oy Hartwall Ab and the impact of the capital increase on assets and liabilities in Royal Unibrew A/S' Consolidated Financial Statements and on the expected net revenue, EBITDA and EBIT for 2013 will be announced in connection with the publication of Royal Unibrew A/S' Interim Report for the period 1 January — 30 June 2013 on 28 August 2013.
Royal Unibrew A/S
Please direct any inquiries regarding this Announcement to:
Henrik Brandt, CEO, tel (+45) 56 77 15 13
Lars Jensen, CFO, tel (+45) 56 77 15 05
The Announcement has been prepared in Danish and English. In case of discrepancy, the Danish version shall prevail