The board of directors of B&B TOOLS AB (publ) has decided to propose that the B&B TOOLS shares in subsidiary Momentum Group AB (publ) will be awarded to B&B TOOLS shareholders (“the Dividend”) and that the Momentum of the Group’s shares of series B are listed on Nasdaq Stockholm (the”Note”). Nasdaq Stockholm has decided that the inclusion of the Momentum Group’s series B shares to trading subject to customary terms and conditions are met.
Background to and reasons for the distribution and Listing
The board of directors of B&B TOOLS share during the 2016 mandate to the management to prepare for a possible future division of B&B TOOLS group into two separate publicly traded companies through a spin-off and separate listing of the segment the Momentum Group. The background to the assignment was to take the next step in the development of the B&B TOOLS and providing all the subsidiaries with better opportunities to develop based on their unique conditions, business models, customer segments and business relationships. With two independent companies, the intention is to strengthen the customer offering and competitiveness, and create more effective organizations with the responsibility for all their business-critical processes within the offer, purchase and logistics. This is expected to have a positive effect on the growth and profitability of both companies. The companies is also expected to have good financial standings in terms of cash flows and balance sheets.
A separate listing of the Momentum Group are assessed, consequently, create better opportunities for customer satisfaction, earnings growth, profitability and business potential for both the Momentum Group as the remaining operating segments Bergman & Beving ab (in the B&B TOOLS) – and thus higher shareholder value.
The extraordinary general meeting of B&B TOOLS, for the decision on the Dividend and the election of the new board of directors
Extraordinary general meeting for decision on Dividend will take place on 14 June 2017, and the first day of trading in the Momentum Group’s share of series B is expected to be 21 June 2017. Notice of the extraordinary general meeting on 14 June 2017, are published separately. At the extraordinary general meeting on 14 June 2017, provided, at the side of the Dividend, decision on the election of a new board of directors of B&B TOOLS are made. The board of directors of B&B TOOLS is proposed, after the distribution consist of: Anders Börjesson (chairman), Roger Bergqvist, Henrik Hedelius, Malin Nordesjö, Johan Lake, and Louise Undén.
Change of CEO in connection with the Dividend
Provided that the annual general meeting on 14 June 2017, to decide whether to carry out the distribution, the company’s current PRESIDENT & Ceo Ulf Lilius to withdraw from his position and instead appointed as managing director & Ceo of Momentum Group per June 14, 2017. The board of directors in connection with this intention to appoint the company’s current vice president Pontus Boman to be the new CEO & president of B&B TOOLS.
B&B TOOLS is proposed to change the name of Bergman & Beving in connection with the Dividend
In connection with the distribution of the Momentum of the Group, the board proposes in B&B TOOLS B&B TOOLS changes its name to Bergman & Beving. The formal decision referred to be taken at an extraordinary general meeting of shareholders in B&B TOOLS 21 June 2017. Notice of the extraordinary general meeting on June 21, 2017 will be published separately.
Implementation of the Dividend
The separation will be implemented through the B&B TOOLS shares in Momentum Group to be distributed to shareholders in B&B TOOLS. If the shareholders of B&B TOOLS at the extraordinary general meeting on 14 June 2017, taking the decision in accordance with the board of directors of B&B TOOLS ‘ proposal to distribute all B&B TOOLS shares in Momentum Group to its shareholders in B&B TOOLS will shareholders in B&B TOOLS to receive one (1) share of series A Momentum Group for each on the record date of 16 June 2017 invested share of series A and one (1) share of series B in the Momentum Group for each on the record date of 16 June 2017 invested share of the series B. For those who are registered as shareholders in B&B TOOLS, on the record date, 16 June 2017, need no further action to be taken to receive shares in Momentum Group.
Prospectus
The prospectus for the Listing of the Momentum Group’s shares of series B on Nasdaq Stockholm will be established by the Momentum Group. The prospectus is expected to be published around June 5, 2017.
Information material to the face of the extraordinary general meeting of B&B TOOLS 14 June 2017
Information dossiers for the extraordinary general meeting of B&B TOOLS, 14 June 2017, at which decisions about the Dividend, respectively, the election of the new board of directors referred to be taken, will be published on the B&B TOOLS ‘ website www.bbtools.com (under the menu corporate Governance / annual general meeting / Extraordinary general meetings) by 24 may 2017.
Provisional timetable
May 23 year-end Report for the fiscal year 2016/2017 for the Momentum Group is published.
May 24 information material to the face of the extraordinary general meeting on 14 June 2017 (at which the decision on the Dividend referred to is taken) will be available.
June 5 the Prospectus is published.
8 June, the record date for the right to participate in the extraordinary general meeting of B&B TOOLS June 14, 2017 (at which the decision on the Dividend referred to is taken).
14 June special meeting of shareholders in B&B TOOLS, for the decision on the Dividend, and election of new board of B&B TOOLS. Last day for trading in B&B TOOLS share, including the right to dividends.
June 15 First day for trading in B&B TOOLS share excluding the right to dividends.
16 June the record date with respect to the right to receive shares in Momentum Group.
21 June First day of trade in the Momentum Group share of series B on Nasdaq Stockholm. The extraordinary general meeting of B&B TOOLS, for the decision on the change of name to Bergman & Beving.
Advisor
Handelsbanken Capital Markets is the financial advisor in connection with the distribution and Listing. Delphi’s legal advisers.
Stockholm, 22 may 2017
B&B TOOLS AB (publ)
For further information, please contact:
Ulf Lilius, PRESIDENT & ceo, B&B TOOLS AB, telephone 010-454 77 00
Mats Karlqvist, Head – Investor Relations, B&B TOOLS AB, telephone 070-660 31 32
This information is such as the B&B TOOLS AB (publ) is obliged to publish according to the Eu marknadsmissbruksförordning. The information was submitted, through the above contacts in the government, for publication on 22 may 2017 there is a 18:15 CET.
Proposal for the distribution of the Momentum Group En
