Rights issue 2016

The Extraordinary Meeting resolved on October 27, 2016 to approve the resolution by the Board of Directors on a new issue of A shares and B shares with preferential rights for existing shareholders.

All information about the Rights Issue is published on this page. Question regarding the Rights Issue are answered on telephone number: +46 8 21 07 40.

The rights issue in brief

• Issue of new A shares and B shares to an amount of approximately SEK 3 billion with preferential rights for existing shareholders.
• Every existing A share entitles the holder to one (1) subscription right of an A share and every existing B share entitles the holder to one (1) subscription right of a B share. Eight (8) subscription rights of A shares or B shares, respectively, entitle the holder to subscribe for one (1) new share of the corresponding share class.
• The subscription price amounts to SEK 53 per share. No commission will be charged.
• Record date for participation in the Rights Issue with preferential rights is October 31, 2016.
• The subscription period will run from November 2, 2016, up to and including November 16, 2016.
• Tele2's largest shareholder, Kinnevik AB (publ), representing 30.34 percent of the total number of outstanding shares and 47.92 percent of the number of outstanding votes in Tele2 as of September 30, 2016, has committed to subscribe for new shares in the Rights Issue corresponding to its pro rata share. In addition, the First Swedish National Pension Fund ("AP1"), the Second Swedish National Pension Fund ("AP2") and the Fourth Swedish National Pension Fund ("AP4"), whom in total represent 6.60 percent of the total number of outstanding shares and 4.68 percent of the number of outstanding votes as of the date of their respective subscription undertaking, have committed to subscribe for new shares in the Rights Issue corresponding to their pro rata share. For the remaining amount, not committed by shareholders, Nordea Bank AB (publ), have entered into an underwriting commitment, subject to customary conditions.
• The Rights Issue is subject to approval by the Extraordinary General Meeting to be held on October 27, 2016.

Terms of the rights issue

As of the record date, October 31, 2016, every existing A share entitles the holder to one (1) subscription right of an A share and every existing B share entitles the holder to one (1) subscription right of a B share. Eight (8) subscription rights of A shares or B shares, respectively, entitle the holder to subscribe for one (1) new share of the corresponding share class (primary preferential right). Shares that are not subscribed for with primary preferential rights shall be offered to all shareholders for subscription (subsidiary preferential right). Regarding shares that have not been subscribed for by virtue of primary or subsidiary preferential rights, the allocation shall firstly be made to the other subscribers, and secondly to Nordea Bank AB (publ) in accordance with the underwriting commitment.

The Rights Issue will increase Tele2’s share capital by a maximum of SEK 69,770,841.25 from SEK 563,854,173.75 to not more than SEK 633,625,015.00 by an issue of not more than 55,816,673 new shares, whereof not more than 2,532,613 new A shares and not more than 53,284,060 new B shares in Tele2. After the Rights Issue, the number of shares in Tele2 will be not more than 506,900,012 shares.

The subscription price amounts to SEK 53 per share. No commission will be charged.

The Rights Issue will raise Tele2 proceeds of a maximum of approximately SEK 2,958 million before issue costs.

The record date at Euroclear Sweden AB for participation in the Rights Issue with preferential rights is October 31, 2016. This means that the share will be traded including right to participate in the Rights Issue up to and including October 27, 2016. The subscription period will run from November 2, 2016, up to and including November 16, 2016, or such later date as decided by the Board of Directors.

Trading in subscription rights will be conducted at Nasdaq Stockholm during the period from and including November 2, 2016, up to and including November 14, 2016.

For shareholders who choose not to participate in the Rights Issue, there will be a dilution effect of approximately 11 percent. However, shareholders can gain economic compensation for this dilution by selling their subscription rights.

Background and rationale 

On June 21, 2016, Tele2 announced that the Company has signed a contract to acquire 100 percent of TDC Sweden, subject to regulatory approval by the relevant competition authorities, for SEK 2.9 billion on a cash and debt free basis. On October 9, 2016, the European Commission announced clearance on the acquisition of TDC Sweden. Tele2 will now work towards closing the transaction by the end of October. The acquisition of TDC Sweden is not conditional upon equity financing as Tele2 has available funds and existing credit facilities in place to finance the acquisition. In conjunction with the announcement of the acquisition, Tele2 also communicated the intention to undertake the Rights Issue to maintain the Company's financial strength. The Rights Issue is fully underwritten and has the support of Tele2's largest shareholder Kinnevik.

TDC Sweden is a highly successful provider of business-to-business ("B2B") services in Sweden, serving both the public sector and many Swedish blue chip customers with their entire end-to-end connectivity and communication needs. The Board of Directors of Tele2 is of the opinion that the acquisition of TDC Sweden is an important step for Tele2 since it will strengthen the position in the strategically important B2B segment in Sweden.

Tele2 estimates annualized run-rate OPEX and CAPEX synergies to amount to approximately SEK 300 million, with additional one-off CAPEX synergies estimated to amount to SEK 200 million. Tele2 also expects positive effects from cross-selling (which are not included in the above synergy estimates). The Company estimates the integration costs and other one-off costs required to achieve synergies to amount to approximately SEK 750 million.

Prospectus

• Download prospectus

Subscription forms

• Subscription without subscription rights

Indicative timetable for the Rights Issue

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Press releases related to the Rights Issue

• Final result of Tele2's rights issue
• Tele2 publishes preliminary results 
• Tele2 publishes prospectus relating to the rights issue
• Resolutions by Tele2's extraordinary general meeting
• Tele2 announces the final terms regarding the rights issue
• The Board of Directors of Tele2 has decided on an approximately SEK 3 billion rights issue supported by the main shareholder
• Notice to attend the Extraordinary General Meeting

Documents related to the Extraordinary General Meeting

• Notice to EGM
• The Board of Directors’ Rights Issue proposal
• The Board of Directors’ report in accordance with chapter 13, section 6 of the Swedish Companies Act including the auditor’s statement
• Final terms regarding the rights issue
• Power of Attorney
• Minutes of Meeting

Material related to the rights issue

• Prospectus (EN)
• Prospectus summary (DK)

Financial and legal advisors

Nordea Bank AB (publ) is acting as financial advisor and Advokatfirman Vinge KB is acting as legal advisor in connection with the Rights Issue.

Important information

Due to legal restrictions, the information on this part of Tele2’s website is only directed at and accessible to persons who are resident and physically present in Sweden and authorized persons who are resident and physically present outside the United States, Australia, Hong Kong, Japan, Canada or South Africa or any other jurisdiction in which the distribution or release would be unlawful.