RusForest Closes Nova Transaction
OREANDA-NEWS. March 28, 2013. RusForest AB announces that the directed issue to Nova Capital for SEK 100.5 million (USD 15.5 million) has been fully subscribed. The Directed Issue is the last step in the RusForest’s previously announced three-step restructuring (the “Transaction”) and will provide RusForest with SEK 100.5 million (USD 15.5 million) before issue expenses, as the company said in a press release received by Lesprom Network.
The Directed Issue concludes the restructuring of RusForest. The first step included a debt reduction of the RusForest bond, whereby the bond’s nominal amount was reduced from SEK 500 million (USD 77 million) to SEK 264 million (USD 40.6 million).
Subsequently, the reduced bond was swapped into equity, resulting in 6,500,118,750 new shares in RusForest. The Debt-to-Equity Swap gave bondholders approximately 93% ownership of RusForest and shareholders approximately 7%.
The second step of the restructuring included a Rights Issue of SEK 86 million (USD 13.2 million) to the original shareholders, resulting in 2,874,230,820 new shares in RusForest. The Rights Issue increased the original shareholders’ ownership in RusForest to approximately 34% and reduced bondholders’ ownership to approximately 66%.
Following the Directed Issue, the number of shares in RusForest will increase by 3,350,000,000 from 9,853,388,040 to 13,203,388,040, and the share capital will increase by SEK 33.5 million (\\$5 million) from SEK 98,533,880.40 to SEK 132,033,880.40 (including shares issued in the Debt-to-Equity Swap and the Rights Issue). Pro forma for the Directed Issue, RusForest is owned approximately 49.2% by the previous bondholders, 25.4% by the original shareholders and 25.4% by Nova Capital, the new largest shareholder.
The last day of trading in BTA130222 will be March 27, 2013. The interim shares relating to the Debt-to-Equity Swap and the Rights Issue will be converted into new shares without any special notice by Euroclear. New shares will be available on VP accounts on April 5, 2013.
The total shares outstanding pro forma for the Debt-to-Equity Swap, Rights Issue and Directed Issue is 13,203,388,040 before the 100:1 reverse split. After the reverse split expected in April 2013, there will be 132,033,881 total shares outstanding.
As resolved at the EGM on February 1, 2013, Alexander Rudik and Paul Putz were elected as new board members as from, and conditional upon, allocation of shares in the Directed Issue. Now that the Directed Issue has been completed, Alexander Rudik and Paul Putz will replace Jerker Karlsson and Franz Bergstrand on the board of directors for the interim period until the 2013 AGM on May 15, 2013, at which time the board of directors for the following twelve months will be elected after proposal by the nomination committee.
RusForest is a Swedish forestry company operating in Eastern Siberia and the Arkhangelsk region of Russia.