Invitation to Subscribe for Shares in Cloetta AB (Publ)
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Invitation to subscribe for shares in Cloetta AB (publ) Please note that the Subscription Rights are expected to have an economic value: In order to ensure that the Subscription Rights received do not become void and without value, the shareholder must either: • Exercise the Subscription Rights and subscribe for new shares no later than 4 April 2012; or • Sell the Subscription Rights received, but not exercised, no later than 30 March 2012. Please note that it is possible to apply for subscription with subsidiary preferential rights or without support of Subscription Rights. Please note that investors with nominee-registered shareholdings subscribe for new shares through their nominee. This is an English translation of the Swedish version that has been approved and registered by the Swedish Financial Supervisory Authority. In the event of any discrepancies between the Swedish version and the English translation, the former shall prevail. Information to Investors A prospectus in the Swedish language has been When an investor makes an investment deci- “expect”, “may”, “plan”, “anticipate” or similar expres- approved and registered by the Swedish Financial sion, he or she must rely on his or her own analysis sions regarding indications or prognoses of future Supervisory Authority (Sw: Finansinspektionen) (the of Cloetta or the Rights Issue, including but not lim- developments or trends, which are not statements “SFSA”) pursuant to the provisions in Chapter 2, Sec- ited to, the merits and risks involved. An investment based on historical facts, constitute forward-looking tions 25 and 26 of the Swedish Financial Instruments decision shall be based solely on the information in information. Although Cloetta believes that these Trading Act (1991:980). Approval and registration by this prospectus and any possible supplements to statements are based on reasonable assumptions the SFSA does not imply that the SFSA guarantees this prospectus. No person has been authorised to and expectations, Cloetta cannot give any assur- the factual information provided in the Swedish provide any information or make any statements, ances that such statements will materialise. Because language or herein are correct or complete. This other than those contained in this prospectus, and these forward-looking statements involve known prospectus is a translation of the prospectus pre- should such information or statements be furnished and unknown risks and uncertainties, the outcome pared in the Swedish language. In the event that the they should not be considered to have been could differ materially from those set out in the Swedish language version and the English language authorised by Cloetta. Neither the publication of forward-looking statement. version differ, the Swedish version shall prevail. Dis- this prospectus nor any purchase or sale as a result Factors that could cause Cloetta’s actual results putes concerning, or related to, the Rights Issue, the of the prospectus will, under any circumstances, of operations or performance to differ from the contents of this prospectus or any connected legal imply that there have not been changes in Cloetta’s forward-looking statements include, but are not relation shall be settled exclusively in accordance business since the date of this prospectus, or that limited to, those described under Risk Factors. The with Swedish law and by Swedish courts. The dis- the information in this prospectus is correct as at forward-looking statements included in this prospec- trict court of Stockholm (Sw: Stockholms tingsrätt) any time after the date of this prospectus. tus speak only of the date of the prospectus. Cloetta shall be the court of first instance. undertakes no obligation to publicly update or revise The distribution of this prospectus and Subscrip- Notice to potential investors in any forward-looking statements, whether as a result tion Rights may be restricted by law and/or regula- the United States of new information, future events or otherwise, other tions in certain jurisdictions. This prospectus may not The Subscription Rights, the BTAs and new shares than as required by law. The prospectus contains be used for the purpose of, or in connection with, in Cloetta have not been registered and will not be market data and industry forecasts, including any offer or solicitation to anyone in any jurisdiction registered under the United States Securities Act information related to the sizes of the markets in which such offer or solicitation is not authorised or to of 1933, as amended (the “Securities Act”), or under which the Group participates. The information has any person to whom it would be unlawful to make the securities laws of any state or other jurisdiction been extracted from a number of sources. Although such offer or solicitation or be distributed to such of the United States, and may not be offered, sold, Cloetta regards these sources as reliable, the informa- persons or jurisdictions. No actions have been taken taken up, exercised, resold, delivered or transferred, tion contained in them has not been independently to register or qualify the Subscription Rights, the BTA, directly or indirectly, in or into the United States at verified. In addition to the above, certain data in the (please refer to Definitions), the new shares in Cloetta, any time, except pursuant to an applicable exemp- prospectus is also derived from estimates made by the Rights Issue or otherwise permit a public offer- tion, or in a transaction not subject to, the registra- Cloetta. ing of the Subscription Rights, the BTA or the new tion requirements of the Securities Act and in Certain financial and other information shares in any jurisdictions outside of Sweden. Unless compliance with the applicable securities law of any presented in this prospectus have been rounded expressly provided elsewhere in this prospectus, the state or other jurisdiction of the United States. There off for the purpose of making the prospectus more Subscription Rights, the BTAs and the new shares may will be no offer of the Subscription Rights, BTAs or easily accessible for the reader. The figures in certain not be offered, sold, resold, transferred, or delivered, new shares in the United States. A notification of columns thus do not correspond exactly with the directly or indirectly, in or into Australia, Canada, subscription of new shares in contravention of the declared total amount. Hong Kong, Japan, United States or any other jurisdic- above may be deemed to be invalid. The Subscrip- tions in which it would not be permissible to offer tion Rights, BTAs and new shares have not been Documents incorporated by reference the Subscription Rights, the BTA or the new shares. approved or disapproved by the “United States The following document, are incorporated by refer- Subscription Rights, BTAs and new shares acquired and Exchange Commission”, any state securities ence and will constitute part of this prospectus and in violation of the described above may be void. commission in the United States or any other United will be kept available at Cloetta’s website on www. Cloetta and Handelsbanken Capital Markets require States regulatory authority, nor have any foregoing cloetta.se during the subscription period: persons into whose possession this prospectus authorities passed upon or endorsed the merits of 1. Cloetta’s audited annual report for 2010/2011, comes to inform themselves of and observe all such the Subscription Rights, BTAs and new shares or the including the auditor’s report, p. 61-105. restrictions. Failure to comply with such restrictions accuracy or adequacy of this prospectus. 2. C loetta’s audited annual report for 2009/2010, may result in a violation of applicable securities law. including the auditor’s report, p. 61-101. Neither Cloetta nor Handelsbanken Capital Markets Notice to potential investors in the European 3. Cloetta’s audited annual report for 2008/2009, accept any legal responsibility for any violation by Economic Area including the auditor’s report, p. 51-93. any person, whether or not a potential investor in the In the member states of the European Economic 4. Cloetta’s audited interim accounts for the period new shares or not. Area (“EEA”) which have implemented the Pro- 1 September – 31 December 2011 including the Handelsbanken Capital Markets has received spectus Directive, except in Sweden, the offer in auditor’s report. 2 the assignment from Cloetta to manage sale of accordance with this prospectus can only be made Subscription Rights that would have been distributed pursuant to an exemption from the requirement to The following document, are incorporated by refer- to persons in Australia, Canada, Hong Kong, Japan or draw up a prospectus. ence and will constitute part of this prospectus and United States and not included in the Rights Issue on are kept available on Cloetta’s website www.cloetta. behalf of such persons and the distribution of sales Notice to potential investors in Australia, se during the subscription period. proceeds, after deduction of fees, to such persons. Canada, Hong Kong, Japan and certain other 1. L EAF’s audited annual report for 2011, p. 8-77 1 This prospectus has been prepared by Cloetta, jurisdictions including the auditor’s report. based on its own information and information from The Rights Issue will not be made to persons who 2. LEAF’s audited annual report for 2010, p. 4-78 1 other sources that Cloetta considers to be reliable. are residents in Australia, Canada, Hong Kong, Japan including