SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13-
d-(1)(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
SCANIA AB
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A SHARES
CLASS B SHARES
- --------------------------------------------------------------------------------
(Title of Class of Securities)
CLASS A SHARES - XL 74244
CLASS B SHARES - XL 74245
- --------------------------------------------------------------------------------
(CUSIP Number)
Paul Kumleben, Esq.
Davis Polk & Wardwell
1 Frederick's Place
London, EC2R 8AB
England
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications )
May 12, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(3), 13d-1(f) or 13d-1(g), check the
following box [X].
Note.Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. XL 74244 13D Page 2 of 8 Pages
XL 74245
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
INVESTOR AB
2. CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ]
OF A GROUP* (b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
KINGDOM OF SWEDEN
7. SOLE VOTING POWER
Class A Shares: 53,855,662
NUMBER OF Class B Shares: 751,253
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY Class A Shares: 0
EACH Class B Shares: 0
REPORTING
PERSON WITH 9. SOLE DISPOSITIVE POWER
Class A Shares: 53,855,662
Class B Shares: 751,253
10. SHARED DISPOSITIVE POWER
Class A Shares: 0
Class B Shares: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A Shares: 53,855,662
Class B Shares: 751,253; SEE ALSO ITEM 5
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT ROW (11)
Class A Shares: 53.9%; SEE ALSO ITEM 5
Class B Shares: 0.8%; SEE ALSO ITEM 5
14. TYPE OF REPORTING PERSON*
CO
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates
is the Class A Common Stock, SEK 10 nominal value per share (the "Class A
Shares"), and Class B Common Stock, SEK 10 nominal value per share (the "Class
B Shares and, collectively with the Class A Shares, the "Shares") of Scania
Aktiebolag, a limited liability company incorporated in the Kingdom of Sweden
( the "Issuer"). The principal executive offices of the Issuer are located at
S-15187 Sodertalje, Sweden.
Item 2. Identity and Background.
The name of the person filing this statement is Investor
Aktiebolag, a limited liability company incorporated under the laws of Sweden
("Buyer").
The address of the principal business and the principal office
of Buyer is Arsenalsgatan 8C, S-103 32 Stockholm, Sweden. The name, business
address, present principal occupation or employment, and citizenship of each
director and executive officer of Buyer is set forth on Schedule A.
Buyer is a Swedish diversified industrial holding compan.
Buyer's founders and principal shareholders are the Wallenberg family and
foundations, whose holdings, as of December 31, 1998, represented
approximately 41% of the votes and 19% of the share capital of Buyer.
During the last five years, neither Buyer, nor any other person
controlling Buyer nor, to the best of its knowledge, any of the persons listed
on Schedule A attached hereto, (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The purchase price for the Class A Shares acquired on May 3,
1999 was SEK 2,173,943,247 ($256,876,196 based on the noon buying rate in New
York City for cable transfers in Swedish kronor as certified for customs
purposes by the Federal Reserve Bank of New York as of May 3, 1999). Such
price was funded through internally generated funds.
Item 4. Purpose of Transaction.
On May 3, 1999, Buyer acquired 8,557,180 Class A shares. At the
same time, Buyer sold 6,207,181 Class B Shares.
Buyer has acquired the Class A Shares and is holding the Shares
for investment. Buyer intends to review from time to time the Issuer's
business affairs and financial position. Based on such evaluation and review,
as well as general economic and industry conditions existing at the time,
Buyer may consider from time to time various alternative courses of action.
Such actions may include the acquisition of additional Shares through open
market purchases, privately negotiated transactions, tender offer, exchange
offer or otherwise. Alternatively, such actions may involve the sale of all
or a portion of the Shares in the open market, in privately negotiated
transactions, through a public offering or otherwise. Except as set forth
above, Buyer has no plan or proposals which relate to or would result in any
of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
Page 3 of 8 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer.
All information set forth herein is presented assuming full exercise of the
warrants to purchase Class B Shares distributed on June 5, 1996 by Buyer to its
stockholders. See also Item 6 below.
(a) Amount beneficially owned: Class A Shares: 53,855,662; Class B Shares:
751,253; Class A and B Shares: 54,606,915
Percent* of share capital: Class A Shares: 53.9%; Class B Shares: 0.8 %;
Class A and B Shares: 27.3%
Percent* of voting rights**: Class A Shares: 53.9%; Class B Shares: 0.8
%; Class A and B Shares: 49.0%
*) Based on the number of outstanding Shares set forth in the Issuer's
annual report for 1998.
**) Each Class A Share carries one vote and each Class B Share carries
one-tenth of one vote.
(b) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: Class A Shares:
53,855,662; Class B Shares: 751,253
(ii) Shared Power to vote or to direct the vote. None.
(iii) Sole power to dispose or to direct the disposition of: Class A
Shares: 53,855,662; Class B Shares: 751,253
(iv) Shared power to dispose or to direct the disposition of: None.
(c) Transactions in the shares effected during the past 60 days by Buyer are
set forth on Schedule B hereto.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
On June 5, 1996, Buyer distributed to each of its shareholders one warrant
for each share in Buyer owned by such shareholder. Every five warrants entitle
the holder thereof for a three year period to purchase from Buyer one Class B
Share at a price equal to the price at which the Class B Shares were sold by
Buyer in a global offering in April, 1996.
A copy of the terms and conditions of the warrants (unofficial translation
from Swedish into English) is attached hereto as Exhibit 1 and incorporated
herein by reference.
Except for the warrants as described above, to the best knowledge of Buyer,
there are no contracts arrangements, understandings or relationships (legal or
otherwise) between the persons enumerated in Item 2, and any other person, with
respect to any securities of the Issuer, including, but not limited to, transfer
or voting of any of the securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Page 4 of 8 Pages
<PAGE>
Item 7. Material to be Filed as Exhibits.
Exhibit 1: Terms and conditions of the warrants (unofficial translation
from Swedish into English)
Page 5 of 8 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: May 12, 1999
INVESTOR AB
By: /s/ Adine Grate Axen
---------------------
Name: Adine Grate Axen
Title: Managing Director
Page 6 of 8 Pages
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF BUYER
The name, business address, title, present principal occupation
or employment of each of the directors and executive officers of Buyer are
set forth below. If no business address is given the director's or officer's
business address is Arsenalsgatan 8C, S-103 32 Stockholm, Sweden. Unless
otherwise indicated, each occupation set forth opposite an individual's name
refers to Buyer. Unless otherwise indicated below, all of the persons listed
below are citizens of Sweden.
<TABLE>
<S> <C>
Present Principal Occupation Including Name and
Name and Business Address Address of Employer
- --------------------------------------------------------------------------------------------------------
Directors
Percy Barnevik.................................. Chairman. Chairman of ABB Ltd, Astra Zeneca and
Sandvik.
Anders Scharp................................... Vice Chairman.
Chairman of Atlas Copco, Scania, Saab AB, SKF and the
Swedish Employer Confederation.
Claes Dahlback.................................. Executive Vice Chairman.
Chairman of Vin & Sprit, Stora Enso, Gambro and the
Industry and Commerce Stock Exchange Committee.
Hakan Mogren.................................... Executive Vice Chairman of Astra Zeneca.
Mauritz Sahlin.................................. Chairman of Novare Kapital, Air Liquide AB, CHAMPS,
Elga, FlexLink AB, Chalmers Institute of Technology and
Western Sweden Chamber of Commerce.
Peter D. Sutherland............................. Chairman and Managing Director of Goldman Sachs
International and British Petroleum Company PLC. Citizen
of Ireland.
Bjorn Svedberg.................................. Director of ABB AB, ABB Ltd, Saab AB, Saga Petroleum
and STORA. Chairman of the Chalmers Institute of
Technology.
Michael Treschow................................ President and Chief Executive Officer of Electrolux.
Marcus Wallenberg............................... President and Chief Executive Officer.
Vice Chairman of Astra Zeneca, Ericsson and Saab AB.
Jacob Wallenberg................................ Executive Vice Chairman.
Chairman of SEB and the Finnish-Swedish Chamber of
Commerce.
Peter Wallenberg................................ Honorary Chairman.
Chairman of the Knut and Alice Wallenberg Foundation.
</TABLE>
<TABLE>
<S> <C>
Present Principal Occupation Including Name and Address of
Name and Business Address Employer
- --------------------------------------------------------------------------------------------------------------
Executive Officers
(Who Are Not Directors)
Borje Ekholm................................... Managing Director
Ulla Litzen.................................... Managing Director
Pia Rudengren.................................. Managing Director and Chief Financial Officer
Nils Ingvar Lundin............................. Managing Director
Sven Nyman..................................... Managing Director
Henry E. Gooss................................. Managing Director
Adine Grate Axen............................... Managing Director
</TABLE>
Page 7 of 8 Pages
<PAGE>
SCHEDULE B
TRANSACTION OF SHARES OF THE ISSUER SINCE MARCH 12, 1999 BY BUYER
All of the purchase of Shares set forth below were made by Buyer.
<TABLE>
<CAPTION>
Aggregate
Date of Number of Class A Purchase Price
Transaction Shares Purchased Price Per Share (SEK)
<S> <C> <C> <C>
May 3, 1999 2,707,108 255 692,158,247
May 3, 1999 3,500,000 255 894,285,000
May 3, 1999 600,000 250 150,000,000
May 3, 1999 1,750,000 250 437,500,000
Number of Class B
Shares Sold
May 3, 1999 2,707,181 240 647,895,854
May 3, 1999 3,500,000 240 838,320,000
</TABLE>
The following terms and conditions are a translation of the terms and conditions
in Swedish. In the event of any differences between this translation and the
Swedish original, the terms and conditions in Swedish shall govern.
Terms and conditions for Investor AB's warrants 1996/1999 for the purchase
of class B shares in Scania Aktiebolag
Section 1.
Definitions
As used in these terms and conditions, the following terms shall have the
meanings set forth below.
"Bank" Skandinaviska Enskilda Banken AB (publ);
"Banking Day" A day which is not a Sunday or other
public holiday or, with respect to the
payment of promissory notes, is not deemed
to be the equivalent of a public holiday;
"Company" Scania Aktiebolag (publ), registration no. 556184-8564;
"Exercise Price" The price at which purchase of shares in Scania Aktiebolag
may take place;
"Investor" Investor Aktiebolag (publ), registration no. 556013-8298;
"share" A share in Scania Aktiebolag;
"Warrant" The right to purchase class B shares in Scania Aktiebolag
pursuant to these terms and conditions
"VPC" Vardepapperscentralen VPC Aktiebolag;
Section 2.
Warrants, Securities Register, etc.
The number of Warrants shall not be greater than 199,444,364.
The Warrants shall be registered by VPC in a securities register pursuant
to Chapter 9 of the Share Accounts Act (SFS 1989:827) and, consequently, no
physical securities will be issued.
Investor agrees to transfer shares in the Company to registered holders of
Warrants in accordance with these terms and conditions.
Section 3.
Registration Procedure
The Warrants are registered on behalf of the Warrant holder in the account
set forth in the securities register. Registrations regarding Warrants based
upon procedures pursuant to sections 6, 7, 8 and 11 below shall be carried out
by the Bank. Other registration procedures regarding the account may be executed
by the Bank or another account operator.
<PAGE>
Section 4.
The Status of Warrant Holders
A Warrant does not entitle the holder to any of the rights to which
shareholders of the Company are entitled, such as voting rights, rights to
dividends, the right to participate in securities issues or the right to receive
purchase rights or other similar rights. All such rights with respect to shares
in the Company which are subject to issued Warrants shall, where Investor is the
owner of the shares, vest in, and be exercised by, Investor.
Section 5.
The Right To Purchase Shares
Holders of Warrants shall have the right, for every five Warrants, to
purchase one class B share in the Company at an Exercise Price of o kronor per
share.* Re-calculation of the Exercise Price and, where applicable, the number
of shares which holders of Warrants are entitled to purchase, and certain other
changes, may take place under the circumstances set forth in section 8 below.
Purchases may only be made of the entire number of shares to which the total
number of Warrants, which are registered through a particular account operator
and which a single Warrant holder wishes to exercise simultaneously, entitle the
holder to purchase. Where possible, excess Warrants or excess portions thereof
which cannot be utilised in conjunction with such purchases will, through the
auspices of the Bank, be sold on behalf of the purchaser in conjunction with
applications for purchase and excess amounts will, after deduction of the Bank's
costs and fees in conjunction with the sale, be thereafter disbursed to the
purchaser.
Section 6.
Application For Purchase
Applications for the purchase of shares may be made during the period
commencing on June 5, 1996 up to and including June 4, 1999, or the prior
Expiration Date for applications for purchase which may be determined in the
circumstances set forth in section 8(J) and (K) below.
To make an application for purchase, a completed application, using the
specified form, must be submitted to the Bank or another account operator for
forwarding to the Bank for registration. Applications for purchase shall be
deemed to have been made on the Banking Day on which the application form is
received by the Bank not later than 12:00 noon.
Immediately following application, a contract note is prepared between
Investor and the purchaser in respect of the purchase of the shares subject to
the application.
Applications for purchase are binding and may not be revoked by the
purchaser.
Where an application for purchase is not made within the period, and in the
manner set forth above, all rights pursuant to the Warrant shall terminate.
- --------
*The exercise price will correspond to the offering price pursuant to
investor's offer in conjunction with the listing of Scania. The offering price
is to be determined through a book-building process and it is estimated that it
will be published on or about April 1, 1996.
2
<PAGE>
Section 7.
Payment
Payment for shares which are acquired through the exercise of Warrants
shall be made in cash on the settlement date set forth in the contract note.
Once payment is made, the purchaser is registered in the account indicated
as the owner of the shares which are subject to the exercised Warrant.
The Warrant holder shall - with the exception of general income tax which
may be levied on Investor - make payment of any taxes or fees which may be
payable as a consequence of the holding, transfer, or exercise of the Warrant
under Swedish or foreign legislation or the decisions of Swedish or foreign
governmental authorities.
Section 8.
Re-Calculation of the Exercise Price, Etc.
The following shall apply with respect to the rights vested in holders of
Warrants in the event the share capital of the Company is increased or reduced
or convertible debentures or debentures with warrants are issued or the Company
is dissolved or merged into another company and in certain other circumstances
(where the term "re-calculated number of shares" as used below includes the
re-calculated fraction of a share):
A. Where the Company carries out a bonus issue of shares, a re-calculated
Exercise Price and a re-calculated number of shares which each Warrant
entitles the holder to purchase shall be applied in relation to purchases
which are made at such time as the acquired share does not entitle the
holder to receive a bonus share. Re-calculation shall be made by the Bank
according to the following formulas:
previous Exercise Price x the number
re-calculated Exercise Price = of shares prior to the bonus issue
------------------------------------------
the number of shares after the bonus issue
previous number of shares which the
re-calculated number of shares Warrant entitled the holder to purchase x
which each Warrant entitles the = the number of shares after the bonus issue
holder to purchase ------------------------------------------
number of shares prior to the bonus issue
Where re-calculation is made pursuant to the above, as a consequence of a
bonus issue of shares in which shares are issued of a type other than those
which are subject to the Warrants, Investor shall be entitled, to the
extent that the number of shares which the Warrants entitle the holder to
purchase have increased as a consequence of the bonus issue, to deliver
shares of such type for the performance of Investor's obligations pursuant
to these terms and conditions.
B. Where the Company undertakes a reverse share split or a share split, a
corresponding re-calculation of the Exercise Price and of the number of
shares to which each Warrant entitles the holder to purchase shall be
carried out by the Bank in accordance with the same principles which apply
to a re-calculation as a consequence of a bonus issue pursuant to
sub-section A above.
3
<PAGE>
C. I. Where the Company carries out a new issue of shares covered by the
preemptive rights for shareholders to subscribe for new shares in exchange
for a cash payment, a re-calculated Exercise Price and re-calculated number
of shares which each Warrant entitles the holder to purchase shall be
applied in relation to purchases which are made at such time as the
acquired share does not entitle the holder to participate in the share
issue. Re-calculation shall be made by the Bank according to the following
formulas:
previous Exercise Price x
the average stock exchange
price of the share during
the subscription period set
forth in the resolution
approving the issue (the
re-calculated Exercise Price = average price of the share)
--------------------------------------------
the average price of the share increased
by the theoretical value of the subscription
right calculated on the basis thereof
previous number of shares which the
Warrant entitled the holder to purchase
re-calculated number of shares x (the average price of the share increased
which each Warrant entitles the by the theoretical value of the subscription
holder to purchase = right calculated on the basis thereof)
--------------------------------------------
the average price of the share
The average price of the share shall be deemed to be equivalent to the
average of the calculated mean values, for each trading day during the
subscription period, of the highest and lowest transaction price according
to Stockholm Fondbors official price list. In the event no transaction
price is quoted, the ask price which is quoted as the closing price shall
form the basis of the calculation. Days on which no transaction price or
ask price is quoted shall not be counted for the purposes of the
calculation.
The theoretical value of the subscription right shall be calculated
according to the following formula:
the maximum number of new
shares which may be issued
pursuant to the resolution
approving the issue x (the
average price of the share
reduced by the subscription
value of subscription right = price or the new share)
--------------------------------------------
number of shares prior to the adoption of
the resolution approving the issue
In the event that a negative value is arrived at in the above-stated
calculation, the theoretical value of the subscription right shall be
deemed to be zero.
The re-calculated Exercise Price and re-calculated number of shares as
set forth above shall be determined by the Bank two Banking Days after the
expiration of the subscription period and shall apply to purchases made
after such time.
Subject to Warrant holders being given notice thereof, in the manner
prescribed in section 10 below, within 10 Banking Days after the day on
which the Company's board of directors makes public the intention to make
the issue, Investor shall be entitled, instead of applying a re-calculation
of the number of shares which each Warrant entitles the holder to purchase,
in accordance with the above, to pay a cash amount in kronor to the Warrant
holders, for each Warrant, corresponding to the value of the difference
between the re-calculated number of shares
4
<PAGE>
and the previous number of shares which each Warrant entitles the holder to
purchase. The value shall be calculated by the bank according to the
following formula:
----------------------
previous number of average stock exchange price
shares which each for the Warrant during a
cash amount = (I- Warrant entitles the period of 25 trading days
holder to purchase ) immediately prior to the day
---------------------- x on which the Company's board
the above re-calculated of directors makes public the
number of shares which intention to make the issue
each Warrant entitles the (the average price of the
holder to purchase Warrant)
The average price of the Warrant shall be deemed to be equivalent to the
average of the calculated mean values, for each trading day during the
period indicated of 25 trading days, of the highest and lower transaction
price according to Stockholm Fondbors' official price list. In the event no
transaction price is quoted, the ask price which is quoted as the closing
price shall form the basis of the calculation. Days on which no transaction
price or ask price is quoted shall not be counted for the purposes of the
calculation.
The cash amount calculated in accordance with the above shall be
determined by the Bank as soon as possible after the re-calculated number
of shares, according to the first paragraph above, has been possible to
determine, and shall be paid, on the fifteenth Banking Day thereafter, to
persons who, on the tenth Banking Day after such determination, are
registered as holders of Warrants.
II. Where the Company carries out an issue pursuant to Chapter 5 of the
Swedish Companies Act with cash payment and subject to preemptive rights of
shareholders, a re-calculated Exercise Price and re-calculated number of
shares which each Warrant entitles the holder to purchase shall be applied
in relation to purchases which are made at such time as the acquired share
does not entitle the holder to participate in the share issue.
Re-calculation shall be made by the Bank according to the following
formulas:
previous Exercise Price x
the average stock exchange
price of the share during
the subscription period set
forth in the resolution
approving the issue (the
re-calculated Exercise Price = average price of the share)
--------------------------------------------
the average price of the share increased
by the value of the subscription right
previous number of shares which the
Warrant entitled the holder to purchase
re-calculated number of shares x (the average price of the share increased
which each Warrant entitles = by the value of the subscription right)
the holder to purchase --------------------------------------------
the average price of the share
The average price of the share is calculated in accordance with the
provisions set forth in sub-section C.I. above.
The value of the subscription right shall be deemed to be equivalent
to the average of the calculated mean values, for each trading day during
the subscription period, of the highest and lowest transaction price
according to Stockholm Fondbors' official price list. In the event no
transaction price is quoted, the ask price which is quoted as the closing
price shall form the basis of the calculation. Days on which no transaction
price or ask price is quoted shall not be counted for the purposes of the
calculation.
5
<PAGE>
The re-calculated Exercise Price and re-calculated number of shares as
set forth above shall be determined by the Bank two Banking Days after the
expiration of the subscription period and shall apply to purchases made
after such time.
Subject to Warrant holders being given notice hereof, in the manner
prescribed in section 10 below, within 10 Banking Days after the day on
which the Company's board of directors makes public the intention to make
the issue, Investor shall be entitled, instead of applying a re-calculation
of the number of shares which each Warrant entitles the holder to purchase,
in accordance with the above, to pay a cash amount in kronor to the Warrant
holders, for each Warrant, corresponding to the value of the difference
between the re-calculated number of shares and the previous number of
shares which each Warrant entitles the holder to purchase. The value shall
be calculated by the bank according to the following formula:
previous number of average stock exchange price
shares which each for the Warrant during a
Warrant entitles the period of 25 trading days
cash amount = (I - holder to purchase ) immediately prior to the day
-------------------------- x on which the Company's board
the above re-calculated of directors makes public
number of shares which the intention to make the
each Warrant entitles issue (the average price of
the holder to purchase the Warrant)
The average price of the Warrant is calculated in accordance with the
provisions set forth in sub-section C.I. above.
The cash amount calculated in accordance with the above shall be
determined by the Bank as soon as possible after the re-calculated number
of shares, according to the first paragraph above, has been possible to
determine, and shall be paid, on the fifteenth Banking Day thereafter, to
persons who, on the tenth Banking Day after such determination, are
registered as holders of Warrants.
D. In the event the Company, under circumstances other than those set forth in
sub-sections A-C above, directs an offer to the shareholders, based upon
preemptive rights pursuant to the principles set forth in Chapter 4,
section 2 of the Swedish Companies Act, to purchase securities or rights of
any sort from the Company or where the Company resolves, pursuant to the
above-stated provisions, to distribute to its shareholders such securities
or rights without consideration (the offer), Investor shall resolve to
compensate holders of Warrants therefore, in accordance with one of the
alternatives a), b) or c), below. The application of either alternative b)
or c) shall, however, be subject to notice that this will occur being given
to Warrant holders, in the manner prescribed in section 10 below, within 10
Banking Days after the day on which the Company's board of directors makes
public the intention to make the offer to the shareholders.
a) With respect to purchases which are made at such time that shares
which are thereby acquired do not entitle the holder to participate in
the offer, a re-calculated Exercise Price as well as a re-calculation
of the number of shares which each Warrant entitles the holder to
purchase shall be applied. The re-calculations shall be made by the
Bank in accordance with the following formulas:
previous Exercise Price x the average
stock exchange price for the share during
the application period set forth in the
re-calculated Exercise Price = offer (the average price of the share)
-----------------------------------------
the average price of the share increased
by the value of the right to participate
in the offer (the value of the purchase
right)
6
<PAGE>
previous number of shares which the
re-calculated number Warrant entitled the holder to purchase
of shares which each = x (the average price of the share
Warrant entitles the increased by the value of the purchase
holder to purchase right)
----------------------------------------
the average price of the share
The average price of the share is calculated in accordance with the
provisions set forth in sub-section C.I. above.
In the event the shareholders received purchase rights and
trading in such rights has taken place, the value of the right to
participate in the offer shall be deemed to be equivalent to the value
of the purchase right. The value of the purchase right in such
circumstances shall be deemed to be equivalent to the average of the
calculated mean values, for each trading day during the application
period, of the highest and lowest transaction price according to
Stockholm Fondbors' official price list. In the event no transaction
price is quoted, the ask price which is quoted as the closing price
shall form the basis of such calculation. Days on which no transaction
price or ask price is quoted shall not be counted for the purposes of
such calculation.
In the event the shareholders have not received purchase rights
or where such trading in purchase rights as specified in the first
paragraph has otherwise not taken place, re-calculation of the
Exercise Price and the number of shares shall take place in
combination with the application, to the greatest extent possible, of
the principles set forth in this sub-section D, whereupon the
following principles shall apply. Where the securities or rights which
are offered to the shareholders are listed, the value of the right to
participate in the offer shall be deemed to be the average of the
calculated mean values, for each trading day during a period of 25
trading days commencing on the first day for listing, of the highest
and lowest transaction price during the day for transactions in these
securities or rights on the Stockholm Stock Exchange, where applicable
decreased by any consideration paid for such securities or rights in
conjunction with the offer. In the event no transaction price is
quoted, the ask price which is quoted as the closing price shall form
the basis of such calculation. Days on which no transaction price or
ask price is quoted shall not be counted for the purposes of such
calculation. Upon re-calculation of the Exercise Price and the number
of shares pursuant to this paragraph, the above-stated period of 25
trading days shall be deemed to be the equivalent of the application
period set forth in the offer, in accordance with the first paragraph
of this sub-section D. In the event that the securities or rights
which are offered to the shareholders are not listed, the value of the
right to participate in the offer shall, to the greatest extent
possible, be determined based upon the change in market value
regarding the Company's shares which is deemed to have arisen as a
consequence of the offer.
The Exercise Price which has been re-calculated pursuant to the
above is to be determined by the Bank as soon as possible after the
value of the right to participate in the offer has been calculated and
shall be applied to purchases which are made after such a
determination.
Subject to Warrant holders being given notice hereof, in the
manner prescribed in section 10 below, within 10 Banking Days after
the day on which the Company's board of directors makes public the
intention to make the offer, Investor shall be entitled, instead of
applying a re-calculation of the number of shares which each Warrant
entitles the holder to purchase, in accordance with the above, to pay
a cash amount in kronor to the Warrant holders, for each Warrant,
corresponding to the value of the difference between the re-calculated
number of shares and the previous number of shares which each Warrant
entitles the holder to purchase. The value shall be calculated by the
Bank according to the following formula:
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previous number of average stock exchange price
shares which each for the Warrant during a
Warrant entitles the period of 25 trading days
cash amount = (I - holder to purchase immediately prior to the day
-----------------------) x on which the Company's board
the above re-calculated of directors makes public
number of shares which the intention to direct the
each Warrant entitles offer to the shareholders
the holder to purchase (the average price of the
Warrant)
The average price of the Warrant is calculated in accordance with the
provisions set forth in sub-section C.I. above.
The cash amount calculated in accordance with the above shall be
determined by the Bank as soon as possible after the re-calculated
number of shares, according to the first paragraph above, has been
possible to determine, and shall be paid, on the fifteenth Banking Day
thereafter, to persons who, on the tenth Banking Day after such
determination, are registered as holders of Warrants.
b) If the offer involves an offer to the shareholders of the Company to
purchase securities or rights of any sort which are quoted or which,
in conjunction with the offer, will be quoted on the Stockholm Stock
Exchange, a re-calculated Exercise Price, a re-calculation of the
number of shares which each Warrant entitles the holder to purchase,
and the value of such Warrants as are obtained without consideration
being paid by Warrant holders, entitling them to purchase securities
or rights covered by the offer, shall be taken into account in the
context of purchases which are made at such time that shares which are
thereby acquired, do not entitle the holder to participate in the
offer. The re-calculations shall be made by the Bank in accordance
with the following formulas:
previous Exercise Price x the average
stock exchange price for the share during
the application period set forth in the
re-calculated Exercise Price = offer (the average price of the share)
-------------------------------------------
the average price of the share increased by
the value of the right to participate in
the offer (the value of the purchase right)
re-calculated number previous number of shares which each
of shares which each = Warrant entitled the holder to purchase
Warrant entitles the x (the average price of the share reduced
holder to purchase by the consideration which, pursuant to
the offer, is to be paid for each share in
the Company in order to obtain a new
security or right)
--------------------------------------------
the average price of the share
The average price of the share as well as the value of the purchase
price is calculated in accordance with the provisions set forth in
sub-section C.I. above, as well as in this sub-section D. point a),
above.
A new Warrant will be acquired, without consideration, for each
existing Warrant. The terms and conditions for such new Warrants
shall, in all material respects, be the same as the terms and
conditions applying to existing Warrants.
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<PAGE>
Re-calculation of the number of securities or rights which each
new Warrant entitles the holder to purchase shall be made by the Bank
according to the following formula:
number of securities or number of shares in the Company which
rights which each new each existing Warrant entitles the holder
Warrant entitles the holder = to purchase
to purchase --------------------------------------------
number of shares in the Company which,
according to the offer, is required in order
to obtain a new security or right
Calculation of the Exercise Price according to the terms and
conditions applying with respect to new Warrants shall be made by the
Bank according to the following formula:
previous Exercise Price for existing
Warrants x (the value of the right to
participate in the offer (the value of the
purchase right), where applicable,
increased by the consideration which,
according to the offer, is to be paid for
each share held in the Company in order to
obtain a new security or a new right) x
the number of shares in the Company which,
according to the offer, is required in
order to obtain a new security or right
Exercise Price according to = -------------------------------------------
the terms and conditions for average stock exchange price for the share
new Warrants during the application period set forth in
the offer (the average price of the share)
increased by the value of the purchase
right
The average price of the share as well as the value of the purchase
right is calculated in accordance with the provisions set forth in
sub-section C.I. above, as well as in the sub-section D. point a),
above.
The Exercise Price and number of shares as well as the number of
securities or rights each new Warrant entitles the holder to purchase,
and the Exercise Price according to the terms and conditions for new
Warrants which are re-calculated pursuant to the above, shall be
determined by the Bank as soon as possible after the value of the
right to participate in the offer can be determined and shall be
applied to purchases made after that determination has taken place.
The new Warrants shall be listed on the Stockholm Stock Exchange. New
Warrants shall be registered, as soon as possible, in the account set
forth in the securities register in which existing Warrants are
registered in accordance with section 3 above. Notice concerning when
such registration will take place shall be sent to Warrant holders in
the manner indicated in section 10, below, not later than on the tenth
Banking Day prior to the day on which registration takes place.
c) With respect to purchases which are made at such time that shares
which are thereby acquired do not entitle the holder to participate in
the offer, the Warrants shall entitle the holder to purchase both
shares in the Company as well as securities or rights of any sort
covered by the offer. The number of shares in the Company, and
securities or rights, respectively, which the Warrant entitles the
holder to purchase, shall be determined by the Bank and shall, after
being rounded-off to two decimal places, correspond to the ratio
between the shares in the Company and new securities or rights
according to the terms of the offer.
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<PAGE>
E. In the event it is resolved to pay a cash dividend to the shareholders of
the Company under which such shareholders are to receive a dividend which,
together with other cash dividends paid during the same fiscal year,
exceeds 10 percent of the average price of the share during a period of 25
trading days prior to the date on which the board of directors makes public
its intention to submit a proposal to the shareholders' meeting in respect
of such dividend, a re-calculated Exercise Price and a re-calculation of
the number of shares which each Warrant entitles the holder to purchase,
shall be applied to purchases which are made at such a time as the shares
which are thereby acquired do not entitle the holder to receive such
dividends. Re-calculation shall be based on that portion of the total cash
dividend which exceeds 10 percent of the average price of the share during
the above- stated period ("extra-ordinary dividend"). Re-calculation shall
be made by the Bank in accordance with the following formulas:
previous Exercise Price x the average
stock exchange price for the share during
a period of 25 trading days calculated as
from the day on which the share is listed
re-calculated Exercise Price = without any right to extra-ordinary
dividend (the average price of the share)
-------------------------------------------
the average price of the share increased by
the extra-ordinary dividend which is paid
per share
re-calculated number previous number of shares which the
of shares which each Warrant entitled the holder to purchase
Warrant entitles the = x (the average price of the share increased
holder to purchase by the extra-ordinary dividend paid per
share)
--------------------------------------------
the average price of the share
The average price of the share shall be deemed to be equivalent to the
average of the calculated mean values, on each trading day during the
respective 25 trading day periods, of the highest and lowest transaction
price according to Stockholm Fondbors' official price list. In the event no
transaction price is quoted, the ask price which is quoted as the closing
price shall form the basis of the calculation. Days on which no transaction
price or ask price is quoted shall not be counted for the purposes of the
calculation.
The re-calculated Exercise Price and the re-calculated number of
shares, pursuant to the above, shall be determined by the Bank two Banking
Days after the expiration of the above-stated period of 25 trading days
calculated from the day on which the share is listed without any right to
the extra-ordinary dividend and shall be applied to purchases which are
made after such time.
F. I. In the event the Company's share capital is reduced through a reduction
in the nominal amount of the shares with repayment to the shareholders, and
the reduction is compulsory, a re-calculated Exercise Price and a
recalculation of the number of shares which the Warrant entitles the holder
to purchase, shall be applied. The recalculation shall be carried out by
the Bank in accordance with the following formulas:
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<PAGE>
previous Exercise Price x the average
stock exchange price for the share during
a period of 25 trading days calculated
re-calculated Exercise Price = from the day on which the share is listed
without any right to participate in the
reduction (the average price of the share)
-------------------------------------------
the average price of the share increased by
the amount repaid for each share
re-calculated number previous number of shares which the
of shares which each Warrant entitled the holder to purchase
Warrant entitles the = x (the average price of the share increased
holder to purchase by the amount repaid for each share)
-------------------------------------------
the average price of the share
The average price of the share is calculated in accordance with the
provisions set forth in sub-section C.I. above.
The re-calculated Exercise Price and re-calculated number of shares,
pursuant to the above, shall be determined by the Bank two Banking Days
after the expiration of the above-stated period of 25 trading days, and
shall be applied to purchases made after such time.
Subject to the Warrant holders being given notice hereof, in the
manner prescribed in section 10 below, within 10 Banking Days after the day
on which the Company's board of directors makes public the intention to
carry out the reduction, Investor shall be entitled, instead of applying a
re-calculation of the number of shares which each Warrant entitles the
holder to purchase, in accordance with the above, to pay a cash amount in
kronor to the Warrant holders, for each Warrant, corresponding to the value
of the difference between the re-calculated number of shares and the
previous number of shares which each Warrant entitles the holder to
purchase. The value shall be calculated by the Bank according to the
following formula:
previous number of average stock exchange price for
shares which each the Warrant during a period of
Warrant entitles the 25 trading days immediately prior
cash amount = (I - holder to purchase ) x to the day on which the
----------------------- Company's board of directors
the above re-calculated makes public the intention to
number of shares which carry out the reduction (the
each Warrant entitles average price of the Warrant)
the holder to purchase
The average price of the Warrant is calculated in accordance with the
provisions set forth in subsection C.1. above.
The cash amount calculated in accordance with the above shall be
determined by the Bank as soon as possible after the re-calculated number
of shares, according to the first paragraph above, has been possible to
determine, and shall be paid, on the fifteenth Banking Day thereafter, to
persons who, on the tenth Banking Day after such determination, are
registered as holders of Warrants.
II. In the event the Company's share capital is reduced through a
redemption of shares with repayment to the shareholders, and the reduction
is compulsory, a re-calculated Exercise Price and a re-calculation of the
number of shares which the Warrant entitles the holder to purchase, shall
be applied by the Bank. The re-calculation shall be carried out by the Bank
in accordance with the following formulas:
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<PAGE>
previous Exercise Price x the average
stock exchange price of the share during a
period of 25 trading days calculated as
re-calculated Exercise Price = from the day on which the share is listed
without any right to participate in the
reduction (the average price of the share)
-------------------------------------------
the average price of the share increased by
the amount repaid for each share
re-calculated number previous number of shares which the
of shares which each Warrant entitled the holder to purchase
Warrant entitles the = x (the average price of the share increased
holder to purchase by the amount repaid for each share)
-------------------------------------------
the average price of the share
The average price of the share is calculated in accordance with the
provisions set forth in sub-section C.I. above.
In carrying out the re-calculations according to the above, instead of
using the actual amount which is repaid for each share, an amount
calculated as follows shall be applied:
the actual amount repaid for each
redeemed share reduced by the average
stock exchange price for the share during
a period of 25 trading days immediately
calculated amount to be prior to the day on which the share is
repaid for each share = listed without any right to participate in
the reduction (the average price of the
share
-------------------------------------------
the number of shares of the Company
which entitle the redemption of one share,
reduced by I
The average price of the share is calculated in accordance with the
provisions set forth in sub-section C.I. above
The re-calculated Exercise Price and re-calculated number of shares,
pursuant to the above, shall be determined by the Bank two Banking Days
after the expiration of the above-stated period of 25 trading days and
shall be applied to purchases made after such time.
Subject to Warrant holders being given notice hereof, in the manner
prescribed in section 10 below, within 10 Banking Days after the day on
which the Company's board of directors makes public the intention to carry
out the reduction, Investor shall be entitled, instead of applying a
re-calculation of the number of shares which each Warrant entitles the
holder to purchase, in accordance with the above, to apply a new
re-calculation of the number of shares as well as to pay a cash amount in
kronor to the Warrant holders, for each Warrant, corresponding to the value
of the difference between the above re-calculated number of shares with
each Warrant entitles the holders to purchase. The re-calculation of the
number of shares which each Warrant entitles the holders to purchase, shall
be determined by the Bank according to the following formulas:
12
<PAGE>
number of shares prior to the reduction
newly re-calculated number which each Warrant entitles the holder to
of shares which each purchase x the number of shares after the
Warrant entitles the holder = reduction
to purchase ------------------------------------------
the number of shares prior to the
reduction
The value shall be calculated by the Bank according to the following
formula:
newly re-calculated average stock exchange price for
number of shares which the Warrant during a period of
each Warrant entitles 25 trading days immediately prior
cash amount = (I - the holder to purchase ) x to the day on which the
------------------------ Company's board of directors
the above re-calculated makes public the intention to
number of shares which carry out the reduction (the
each Warrant entitles average price of the Warrant)
the holder to purchase
The average price of the Warrant is calculated in accordance with the
provisions set forth in sub-section C.I. above.
The newly re-calculated number of shares and the cash amount
calculated in accordance with the above shall be determined by the Bank as
soon as possible after the re-calculated number of shares, according to the
first paragraph above, has been possible to determine, and the cash amount
in question shall be paid, on the fifteenth Banking Day thereafter, to
persons who, on the tenth Banking Day after such determination, are
registered as holders of Warrants.
In the event the Company's share capital is reduced through a redemption of
shares with repayment to the shareholders, and the reduction is not
compulsory, but where, in the opinion of the Bank, the reduction, in
consideration of its technical design and financial effects, is equivalent
to a reduction which is compulsory, recalculation of the Exercise Price and
the number of shares shall take place by applying, to the greatest extent
possible, the principles set forth in this sub-section F.
G. Warrant holders shall be notified in the manner set forth in section 10
below in respect of re-calculation, or other changes, as specified in
sub-sections A-F above.
H. Where the Company carries out procedures as specified in sub-sections A - F
above and where, in the opinion of the Bank, application of the
re-calculation formula intended for such circumstances cannot, because of
the technical nature of the procedures or due to other reasons, take place
or would result in the economic compensation to the Warrant holders being
unfair, the Bank shall, provided that the board of directors of Investor
provides its written consent thereto, carry out a re-calculation of the
Exercise Price and, where applicable, the number of shares which each
Warrant entitles the holder to purchase, in the manner which the Bank deems
appropriate in order that such re-calculation provide a fair result.
I. Re-calculation may not be made where such would result in an increase in
the Exercise Price or a negative value in circumstances other than those
set forth in sub-section B or sub-section F above. Upon re-calculation
pursuant to the above, the Exercise Price shall be rounded-off to the
nearest whole ten ore, with each five ore or more being rounded-off upwards
and the number of shares, or parts of shares, being rounded-off to two
decimal places.
J. In the event shares subject to Warrants become the object of compulsory
redemption procedures pursuant to Chapter 14, sections 31-35 of the Swedish
Companies Act, the Bank shall, in the event that the final day for
13
<PAGE>
application for purchase pursuant to section 6 above occurs later than 30
days from the publication of such demand for compulsory redemption,
determine a new expiration date for applications for purchase which date
shall occur prior to the expiration of the above-stated period.
K. The provisions set forth in sub-section J regarding the final day for
applications for purchase shall apply, mutatis mutandis, in the event a
plan for merger is prepared pursuant to which the Company shall be merged
into another company, or where it is resolved to place the Company in
liquidation or bankruptcy. In the above-stated circumstances, the time
period shall be calculated from such time as it is made public that a plan
of merger has been prepared or that a resolution to place the Company in
liquidation or bankruptcy has been adopted.
Section 9.
Nominees
Any person who has received authorisation pursuant to Chapter 3, section10,
second paragraph of the Swedish Companies Act to be registered in the Company's
share register on behalf of a shareholder who is domiciled outside of Sweden,
shall have the right to be registered on an account in the securities register
as the holder of the Warrants in place of the owner of the Warrants which are
subject to the nominee agreement. Such nominees shall be deemed to be Warrant
holders for the purposes of these terms and conditions.
Section 10.
Notices
Notices regarding Warrants shall be given to each registered Warrant holder and
other rights holder who is recorded in an account in the securities register and
shall be published in not less than one Stockholm daily newspaper.
Section 11.
Amendments to These Terms and Conditions
The Bank shall have the right to enter into agreements with Investor, on behalf
of the Warrant holders, in respect of amendments to these terms and conditions
to the extent required by legislation, decisions of courts or governmental
authorities, or where, in the opinion of the Bank, it is otherwise appropriate
for practical reasons or necessary in light of the circumstances and the rights
of the Warrant holders are not in any material respect adversely affected. Any
such agreements shall be approved by the board of directors of Investor acting
on behalf of the company.
Section 12.
The Right to Represent the Warrant Holders
The Bank shall have the right, without any separate agreement with the Warrant
holders, to represent the Warrant holders before courts or governmental
authorities in matters of a formal nature which relate to the Warrants.
Section 13.
Confidentiality
Neither the Bank, Investor, nor VPC may make any unauthorised disclosure to any
third party of any information regarding the holders of Warrants. The Company
shall, however, be entitled to receive, upon request, information from Investor
regarding holders of Warrants.
14
<PAGE>
Section 14.
Limitations of the Bank's and VPC's Liability
With respect to the Bank's and VPC's obligations and regarding VPC subject to
the provisions of the Share Accounts Act, neither the Bank nor VPC shall be
liable for loss which results from Swedish or foreign legislation, the decisions
of Swedish or foreign government agencies, acts of war, strikes, blockades,
boycotts, lockouts or other similar circumstances. The reservation regarding
strikes, blockades, boycotts and lockouts shall apply even where the Bank or VPC
itself is the object of such action or causes such action to be taken.
Neither the Bank nor VPC shall be obligated to provide compensation for
loss arising as a result of other causes where the Bank or VPC has acted with
normal care. The Bank shall not be liable for indirect damage.
In the event the Bank or VPC is prevented, as a consequence of a circumstance
specified in the first paragraph, from carrying out a measure, such measure may
be postponed until such time as the cause for delay has been removed.
Section 15.
United States
Neither the Warrants, nor the shares delivered upon exercise thereof, have been
registered or will be registered under the United States Securities Act of 1933
(the "Securities Act") and they may be offered or sold in the United States or
to U.S. Persons (as defined below) except pursuant to an exemption from the
registrations requirements of the Securities Act.
Exercise of the Warrants in the United States or by U.S. Persons may
constitute a transaction requiring registration under the Securities Act or an
exemption from such registration requirements. Accordingly, unless otherwise
determined by Investor in its sole discretion and effected in a manner that
complies with U.S. securities laws, the Warrants may not be exercised in the
United States or by any U.S. Person.
Except as aforesaid, Investor will treat as invalid any exercise (i) that
appears to Investor, or any of its agents, to have been executed in or
despatched from or paid for with funds transferred from the United States, or
(ii) that provides an address in the United States for delivery of any notice of
confirmation or for the person exercising rights pursuant to such exercise form,
or (iii) which does not make the representation set out under the caption headed
"Important Information" in the exercise form, or (iv) which Investor, in its
discretion, otherwise believes to be from the United States or from a U.S.
Person.
As used herein, "United States" means the United States of America, its
territories and possessions, any state of the United States and the District of
Columbia and "U.S. Person" has the meaning set forth in Regulation S under the
Securities Act.
Section 16.
Other Jurisdictions
No action has been taken or will be taken in any jurisdiction other than Sweden
by Investor to permit the exercise of the Warrants in circumstances where any
action is required to be taken by Investor or the Company to comply with
applicable law or regulation. Accordingly, Investor reserves the right, in its
sole discretion, to treat as invalid any exercise that would require any such
action or result in any violation of any such law or regulation.
15
<PAGE>
Section 17.
Applicable Law, Forum
These terms and conditions, together with any related legal issues, shall be
governed by the laws of Sweden.
Any proceedings in respect of Warrants shall be commenced in the Stockholm
District Court.
16
