Trelleborg AB convenes special general meeting
Trelleborg AB convenes Special General Meeting Closure of synthetic buyback program, cancellation of repurchased shares and Board mandate to buy back and sell Trelleborg AB shares. The Trelleborg AB Board has today decided to propose that a Special general Meeting be convened on November 16, 2001 to conclude Trelleborg's synthetic buyback program through the redemption of 10,000,000 B shares and the cancellation of 5,000,000 B shares already repurchased by the company, and to authorize the Board to buy back and sell the company's own shares. In accordance with the decision regarding the synthetic buyback program taken at the Special General Meeting of Trelleborg shareholders on January 24, 2001, the Board is now proposing that the Special General Meeting vote to conclude Trelleborg's synthetic buyback program through the redemption of 10,000,000 B shares, corresponding to the underlying number of shares in the synthetic buyback program. The purpose of the redemption is to bring about a final settlement of the synthetic buyback program in accordance with the decision taken at the Special General Meeting on January 24, 2001. Handelsbanken has undertaken to submit 10,000,000 B shares for redemption. Handelsbanken has acquired these shares to cover the exposure created by Trelleborg's synthetic buyback program. The amount to be paid for each redeemed share will correspond to the lowest amount of (i) the average of the lowest daily price paid for the Trelleborg B share during the five banking days immediately prior to the Special General Meeting on November 16, 2001 (namely the 9th, 12th, 13th, 14th and 15th of November) reduced by SEK 5, and (ii) the lowest quoted price paid on the first banking day following the Special General Meeting (namely the 19th of November), reduced by SEK 5. Note that the amount that will be paid per redeemed B share will be at least SEK 5 below the prevailing market price. Given this background, shareholders who wish to sell their shares should give careful consideration to doing so at the market price on the Stockholm Exchange, rather than participating in the redemption offer. The shares to be redeemed will be determined through a voluntary offer made to the company's shareholders, with an acceptance period extending from October 22 through November 2, 2001. The Board has also decided to propose to the Special General Meeting that 5,000,000 B shares repurchased by the company (corresponding to 4.7 percent of the total number of shares in the company) be eliminated through a process of cancellation. When the cancellation process has been completed, which is expected to occur in December, Trelleborg will own 3,960,800 B shares, corresponding to 4.4 percent of the company's shares after the proposed measures have been implemented. The purpose of the cancellation is to create opportunities for the Board, if considered appropriate, to distribute additional capital through the buy-back of shares. The Board has also decided to propose that the Special General Meeting authorize the Board to buy back and sell the company's own shares. The Trelleborg shares shall be purchased via the Stockholm Exchange during the period up to the next Annual General Meeting in 2002. The authorization is limited by the ruling that Trelleborg's holding may not exceed 10 percent of the total number of shares outstanding in the company at any given time. The aim of the purchase of own shares is to adjust the company's capital structure. The sale of Trelleborg's own shares may be implemented in a way other than via the Stockholm Exchange in order to finance acquisitions. As a component in the cancellation of the repurchased shares and in order to facilitate the administrative process, the Board proposes that a directed share issue of 15,000,000 redeemable new series E shares be made to Handelsbanken, for subscription at a par value of SEK 25 per share. It is proposed that these shares be redeemed at a corresponding amount, calculated with an interest factor. Commenting on the decision, Trelleborg CEO Fredrik Arp notes: "We have now normalized our financial structure, which was necessary in order to be able to create the right development for our shareholders. At the same time, we retain the financial strength needed to pursue our expansion strategy." Trelleborg AB (publ) Board of Directors Other inquiries should be addressed to Trelleborg's CFO, Jan Björck, telephone +46-410-670 28 or Trelleborg´s Corporate Communications Department, telephone: +46 410 670 00. Trelleborg is a global industrial group. Operations are based on spearhead competence within polymer materials and a high level of industrial know-how, combined with functional solutions and systems designed to meet the needs of our customers. The Trelleborg Group has annual sales of SEK 18 billion (pro forma, including the most recent acquisitions), with approximately 16,500 employees in 40 countries. Trelleborg consists of four business areas: Trelleborg Automotive, Trelleborg Wheel Systems, Trelleborg Engineered Systems and Trelleborg Building Systems. The Trelleborg share has been quoted on the A list of the Stockholm Exchange since 1964. www.trelleborg.com ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2001/10/12/20011012BIT00300/bit0002.doc http://www.waymaker.net/bitonline/2001/10/12/20011012BIT00300/bit0002.pdf