LBi announces publication of Prospectus and terms of EUR 10 million Rights Offering

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Overig advies 23/07/2010 11:16
1 for 6 rights offering for LBi shareholders
rights issue underwritten
irrevocable undertakings of 48.4% of existing LBi shareholders
prospectus available as of today
23 July 2010 - LBI International AB ("LBi"), the largest European marketing and technology agency, today announces the launch of a 1 for 6 rights offering of 10,337,212 new ordinary shares ("New Shares") in LBi International N.V. ("New LBi") following the merger with Obtineo Netherlands Holding N.V. ("Obtineo") at an issue price of EUR 1.00 per share. The offer is made through the grant of transferable subscription rights ("SETs") to holders of ordinary shares in LBi pro rata to their shareholdings, subject to applicable securities laws and under the terms and conditions set out in the Prospectus as published and available as of today.

As earlier announced, the rights offering follows the merger of LBi with Obtineo and the new listing on NYSE Euronext Amsterdam of the combined entity, which will be renamed LBi International N.V. The listing of New LBi is expected to take place on 5 August 2010. The record date for the rights offering (the "Record Date") is set at 9 August 2010 (17:40 CET), trading of the SETs on NYSE Euronext Amsterdam will start on 11 August 2010.

New LBi will raise approximately EUR 10 million (before expenses and applicable taxes) in the rights offering, which is underwritten up to EUR 10 million. The issue price of EUR1.00 per share (the "Offer Price") has been determined by reference of the quoted share price of LBi and the enterprise value of LBi and Obtineo, which includes bigmouthmedia. The underwriters have received irrevocable undertakings from shareholders representing 48.4% of the total issued shares of LBi.
Existing Obtineo shareholders will not participate in the rights offering, unless and to the extent they hold shares in LBi at the time of the merger becoming effective (expected on 29 July 2010). The rights offering hence provides existing LBi shareholders the opportunity to invest in New LBi at a discount to the combined equity value. The net cash proceeds of the rights offering will be applied to finance new acquisitions in the key markets where the Group intends to grow, amongst which are Asia, the Middle-East and the USA, and will be used for working capital purposes.

The total number of ordinary shares outstanding of the New LBi on NYSE Euronext Amsterdam at the time the New Shares being admitted to trading (expected on 7 September 2010) will be 130,215,208.

Details of the Listing and Delisting
Before the merger between Obtineo and LBi can be executed, LBi will be delisted from NASDAQ OMX Stockholm and NYSE Euronext Amsterdam with last trading day on 26 July 2010. From 27 July up to and including 4 August 2010 shares in LBi cannot be traded.

Existing LBi shareholders will automatically receive shares in LBi International N.V. on 3 August 2010 (ISIN code NL0009508720). The new shares in LBi International N.V. will initially be settled via Euroclear Sweden AB. In order to trade the shares in LBi International N.V. on NYSE Euronext Amsterdam, the shares must first be converted into Euroclear Nederland registered shares. Euroclear Nederland will automatically execute this conversion for admitted institutions that currently hold LBi shares with Euroclear Nederland after delivery of the LBi International N.V. shares. For nominee-registered shareholders in LBi, the nominee may also execute such conversion automatically and without any further actions to be taken by the shareholders. Contact your nominee/account operator if you have any questions regarding the conversion of shares into the system operated by Euroclear Nederland.

Details of the Rights Offering

Holders of Shares registered with Euroclear Nederland

SETs
LBi shareholders as of the record date, which has been set at 9 August 2010 (17:40 CET) are being granted SETs (ISIN code NL0009508738) that entitle such shareholders to subscribe for New Shares at the Offer Price , subject to certain exceptions and applicable securities laws. Each Share that an LBi Shareholder holds immediately at 17:40 (CET) on the Record Date will entitle it to one SET.

Each LBi shareholder as of the Record Date or a subsequent transferee of SETs will be entitled to subscribe for one New Share for every 6 SETs held, subject to applicable securities laws. SETs can only be exercised in multiples of 6. No fractional New Shares will be issued.

Trading of SETs
Trading in the SETs on NYSE Euronext Amsterdam is expected to commence at 09:00 (CET) on 11 August 2010 and will continue until 13:00 (CET) on 1 September 2010, barring unforeseen circumstances. The SETs will be admitted to trading under the symbol "LBIRR". The transfer of SETs will take place through the book-entry systems of Euroclear Nederland.

To enable trading in the SETs, the admitted institution or nominee through which shareholders hold their Shares should transfer their Shares from Euroclear Sweden to Euroclear Nederland. Shares which are not transferred prior to the Record Date will receive SETs that are registered with Euroclear Sweden. The SETs registered with Euroclear Sweden are not eligible for trading on NYSE Euronext Amsterdam.

Exercise Period
Any LBi Shareholder and any subsequent transferee of SETs may subscribe for New Shares by exercising its SETs from 09:00 (CET) on 11 August 2010 up to 15:00 (CET) on 1 September 2010. The last date and/or time before which notification of exercise instructions may be validly given may be earlier, depending on the financial institution through which the SETs are held.

Holders of Shares registered with Euroclear Sweden and not eligible for trading on Euronext Amsterdam

SETs
LBi shareholders whose Shares are registered with Euroclear Sweden as of the Record Date are being granted SETs (Sw. teckningsrätter) registered with Euroclear Sweden that entitle such shareholders to subscribe for New Shares at the Offer Price Each Share that an LBi Shareholder holds immediately at 17:40 (CET) on the Record Date will entitle it to one SET.

Each LBi shareholder as of the Record Date or a subsequent transferee of SETs will be entitled to subscribe for one New Share for every 6 SETs held, subject to applicable securities laws. SETs can only be exercised in multiples of 6. No fractional New Shares will be issued.

Trading in SETs
There will be no listing of SETs registered with Euroclear Sweden. The ISIN code for the SETs registered with Euroclear Sweden is SE-0003456177. The SETs registered with Euroclear Sweden are not convertible to SETs which are registered with Euroclear Nederland.

Subscription by exercise of SETs

Subscription for New Shares by exercise of SETs registered with Euroclear Sweden may be made during the period from 11 August 2010 9:00 CET to and including 24 August 2010, 15:00 CET. At the end of this exercise period, unexercised SETs will expire and will be removed from the holder's VP account (or alternatively, service account or capital markets account) without any notification from Euroclear Sweden.

Subscription by directly registered shareholders

Subscription for New Shares by exercise of SETs will be made by way of submitting the special application form named "Application form for subscription with preferential right regarding shares registered with Euroclear Sweden" to Mangold Fondkommission AB (the Issue Agent) (at the address stated below) together with simultaneous payment in accordance with the instructions below. Payment for the subscribed New Shares shall be made in EUR simultaneously when sending in the application form.

Subscription Agent/Issuing Agent
SNS Securities N.V. will act as Subscription Agent for the subscription rights settled by Euroclear Nederland. Mangold Fondkommission AB has been appointed as Issuing Agent to handle the subscription applications submitted by shareholders holding subscription rights which are subject to settlement within the VPC system of Euroclear Sweden.

Timetables of (de-)listing and subsequent Rights Offering

Important dates concerning the listing and delisting

Event
Time (CET)
Date

Last day of trading of shares in LBi on Nasdaq OMX Stockholm and NYSE Euronext Amsterdam

26 July 2010

Completion of the Merger (Effective Date)

29 July 2010

Delivery of Shares to LBi Shareholders pursuant to the Merger (to the accounts of Euroclear Nederland)
09:00
3 August 2010

Delivery of Shares to LBi Shareholders pursuant to the Merger (to the accounts of Euroclear Sweden)
09:00
3 August 2010

Start of trading of Shares (Listing)
09:00
5 August 2010












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