Displaying items by tag: Rottneros

Wednesday, 26 May 2010 09:23

Production stop at Vallviks Bruk

The production at Vallviks Bruk, which forms part of the Rottneros Group, will be stopped for in total about ten days for maintenance work on the evaporation plant. It is estimated that the loss of production will amount to about 6,000 ton NBSK (long-fibre chemical pulp). Costs in addition to the loss of production will be limited.     

As part of the investment programme of SEK 77 million approved by the board of Rottneros in December 2009, parts of the evaporation plant will be exchanged during the annual maintenance stop in the autumn of 2010.

For further information please contact:
Ole Terland, Chief Executive Officer and President, +46 8 590 010 00

Rottneros discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The Information was submitted for publication on Wednesday 26 May 2010 at 10.45 CET.

Published in European News
Thursday, 20 May 2010 12:45

Subscription warrants in Rottneros AB

A decision was made at the AGM of Rottneros on 22 April 2010 to issue no more than 30 million subscription warrants to be used for a subscription warrant programme for eight senior executives.

The subscription period has now expired and 12 million subscription warrants will be assigned to those entitled to subscribe. The price per option amounts to SEK 0.10. Ten subscription warrants are required to subscribe for one new ordinary share. The issue price amounts to SEK 9.75 per share and it is possible to subscribe for shares during the period 17 May 2011 to 16 May 2013.

The company intends to cancel subscription warrants that have not been assigned. The dilution effect will amount to 0.8 per cent in the event that all the warrants are exercised.     

For further information please contact:
Tomas Hedström, Chief Financial Officer, +46 8 590 010 00

Published in European News
Tagged under

ROTTNEROS: THE ROTTNEROS GROUP INTERIM REPORT JANUARY–MARCH 2010

• The result after net financial items for the first quarter of 2010 amounted to SEK 11 (-115) million. The operating result for the first quarter amounted to SEK 7 ( 110) million.

• The high price of electricity had a strong impact during the first few months of the year. Besides increasing the cost of electricity, the high price of energy also resulted in production stoppages with ensuing stoppage costs. Problems in the Swedish energy market had a negative impact on the overall result by approximately SEK 30 million.

• The cash flow from operating activities amounted to SEK 69 (29) million in the first quarter of 2010.

• On 22 January, Kjell Ormegard was appointed Chair of the Board up to and including the AGM in April 2010.

• In February, the Board of Rottneros approved an investment of SEK 45 million in a soda boiler at Vallvik Mill. This investment is a second step in the environmental and energy improvement measures being taken at Vallvik Mill.

• In February, Rottneros concluded an agreement with the Swiss packaging company SIG Combibloc regarding the transfer of intangible assets, primarily in the form of patents and patent applications, from Rottneros' subsidiary Rottneros Packaging AB. Rottneros Packaging's operation relating to food trays under the SilviPak brand does not form part of this agreement.

• As at 31 March 2010, an interest-bearing net receivable of SEK 54 million was reported compared with SEK 10 million at the beginning of the year.

• The pulp market remains strong, with a high level of demand. Global pulp stocks have remained at low levels. Further price increases have been announced for April and May 2010.

• The company is not providing a forecast for the full year 2010.

Rottneros in brief

Rottneros, a company that was originally established in the 1600s, is an independent and flexible supplier of customised paper pulp of high quality. Rottneros has been able to adapt in order to meet high customer expectations by continually developing its products and maintaining high levels of delivery reliability, technical support and service.

Rottneros has an annual production capacity of almost 400,000 tonnes of pulp at two mills in Sweden. Increasingly intensive product development in line with the requirements of customers will result in profitability that is higher and more stable throughout the business cycle.

SIGNIFICANT EVENTS

New Chair of the Board
On 22 January 2010, the Board of Rottneros AB appointed board member Kjell Ormegard to chair the Board of Rottneros up to and including the AGM in April 2010. This change was brought about by former chair Rune Ingvarsson asking to resign from the Board of Rottneros with immediate effect for personal reasons.

Rottneros investing in Vallvik

On 2 February 2010, the Board of Rottneros approved an investment of SEK 45 million in the soda boiler at Vallvik Mill. This investment is a second step in the environmental and energy improvement measures that were previously communicated. Improving the soda boiler will in turn increase its incineration capacity, which will increase Vallvik's production of bioenergy. Installation is scheduled for the fourth quarter of 2010 in conjunction with the annual maintenance shutdown.

Transfer agreement concluded
In February 2010, Rottneros concluded an agreement with the Swiss packaging company SIG Combibloc regarding the transfer of intangible assets, primarily in the form of patents and patent applications, from Rottneros' subsidiary Rottneros Packaging AB. Rottneros Packaging's operation relating to food trays under the SilviPak brand does not form part of this agreement. The transaction will have a minor impact on Rottneros' income statement and a positive impact on the Group's cash flow.

New Chief Financial Officer
Tomas Hedström was appointed as CFO for Rottneros AB starting 1 May 2010. Tomas Hedström was most recently employed by the SCA Group, where he was in charge of the Group's accounting staff. Tomas Hedström will replace Karl Ove Grönqvist, who decided to leave Rottneros to take up another position as CFO.

THE PULP MARKET

Market and products
There has been a strong demand for all grades of pulp, and global pulp deliveries showed positive growth at the start of the year. The market has been characterised by a good balance, which has enabled pulp price increases. There have also been disruptions to the supply of pulp, mainly due to significant production capacity in Chile being shut down on account of the earthquake in February.

The USD pulp price rose at the beginning of the year. Further price increases were announced during the second quarter of 2010. Statistics for the total global market for bleached chemical market pulp showed that deliveries for the period January to February 2010 amounted to 6.4 (5.8) million tonnes, which was 10.3% higher than the same period in 2009. Ninety-one per cent (84% for the same period in 2009) of the global supply capacity for bleached chemical pulp was used for the period January to February. An estimated 93% (86%) of production capacity was utilised for the same period.

The average price of bleached long-fibre chemical pulp during the first quarter of 2010 amounted to USD 844 per tonne (USD 595 per tonne), an increase of 42%. The price of long-fibre chemical pulp (NBSK) at the end of March 2010 was USD 889, an increase of 11% from the beginning of the year when the price was USD 799.

The price of short-fibre chemical pulp increased from USD 700 at the beginning of the year to USD 789 at the end of March, an increase of 13%.

Global producer stocks of bleached chemical pulp amounted to 2.8 million tonnes in early 2010 and were estimated at 3.0 million tonnes at the end of February.

Long-fibre chemical pulp (NBSK) (produced in Vallvik)
The price was USD 799 per tonne at the beginning of the year and USD 889 at the end of March. The market for long-fibre chemical pulp is strong. The level of producer stocks of pulp remains low.

Delivery capacity utilisation for the period January to February 2010 was 93% (84% for the same period in 2009), and production capacity utilisation was around 96% (85%).

Mechanical pulp and CTMP (produced in Rottneros)
The price of short-fibre CTMP was around USD 600 per tonne in the Western European market at the start of the year. The price and demand for CTMP grew more slowly at the start of the year compared with chemical pulp. A recovery materialised toward the end of the first quarter and in April.

Delivery capacity utilisation for the period January to February was 86% (74%) and production capacity utilisation was 97% (66%).

PRODUCTION AND DELIVERIES

The Group's pulp mills in Rottneros and Vallvik have a combined production capacity of almost 400,000 tonnes per year. In 2009, a production level of 335,900 tonnes was achieved for the full year. Weak demand at the start of 2009 resulted in production restrictions of around 65,000 tonnes.

The level of production during the period January to March 2010 was lower than compared with the same period of the previous year and amounted to 81,400 (89,500) tonnes. The first quarter of 2009 included 11,100 tonnes that related to production at Rockhammar Mill, which has now been disposed of. The high price of electricity at the beginning of the year meant production disruptions and shutdowns corresponding to 6,000 tonnes at Rottneros Mill during the first quarter of 2010. During the first quarter of 2009, Group production was restricted by approximately 50,000 tonnes as a consequence of weak demand. Shutdowns for annual maintenance work will take place in the third quarter for Rottneros Mill and in the fourth quarter for Vallvik Mill. All costs relating to maintenance shutdowns are recognised in the period during which the shutdown takes place.

Deliveries during the first quarter of 2010 amounted to 87,300 (105,700) tonnes, corresponding to a reduction of 17%.

INVOICED SALES AND RESULTS

January to March 2010 compared with January to March 2009
The Group generated a net turnover of SEK 407 (433) million for the period January to March 2010.

The turnover for January to March 2010 was SEK 26 million less than for the corresponding period of the previous year. The main factors affecting turnover include: lower delivery levels, SEK 75 million; a weaker USD, SEK -69 million; higher pulp prices in USD, SEK 120 million; and other changes, SEK -2 million. The lower delivery levels are mainly the result of the sale of Rockhammar Mill and the closure of Rottneros Miranda in Spain.

The average price in USD of long-fibre sulphate pulp (NBSK) increased by 42% – from USD 595 to USD 844 – while the average price of NBSK pulp converted into SEK increased from SEK 4,997 to SEK 6,073 per tonne, an increase of 22%. The average price in USD of eucalyptus pulp (BEK) increased from USD 536 to USD 748 per tonne, or by 40%, while the corresponding average price converted into SEK rose from SEK 4,506 to SEK 5,380 per tonne, an increase of 19%.

As a result of the high price of electricity during the quarter, Rottneros Mill periodically stopped production, which had a strong negative impact on the results. The problems associated with the Swedish electricity market, including sharp increases in energy costs resulting in production stoppages, negatively affected the quarterly earnings by approximately SEK 30 million. The price of pulp in USD showed an increasing trend during the entire first quarter and further price increases have been announced. The stronger market and improved prices have created the necessary preconditions for profitability at the Group's pulp mills.

The average price of electricity on the Nord Pool exchange amounted to SEK 0.73 per kWh for the period January to March 2010, compared to SEK 0.42 per kWh for the same period of 2009. There is some uncertainty about the price trend for electricity. Electricity on Nord Pool will be traded at the current rate of SEK 0.40-0.45 per kWh for the remainder of 2010. For 2011 and beyond, electricity will be traded on Nord Pool at around SEK 0.40 - 0.41 per kWh.

The wood supply was reliable during the period. The cost of pulpwood increased during the first quarter of 2010 and a price increase of SEK 30 per m3 was announced with effect from 1 April. The Group's operating result for the period January to March 2010 amounted to SEK 7 (-110) million.

Hedging activities realised during the first quarter of 2010 resulted in a gain of SEK 3 (3) million.

The Group's result after net financial items amounted to SEK 11 ( 115) million, including net financial items totalling SEK 4 (5) million. Net financial items include financial exchange gains of SEK 6 (8) million. These amounts were largely countered by operating exchange losses on accounts receivable. Profit/loss after tax was SEK 11 (-115) million. Earnings per share after tax amounted to SEK 0.01 (-0.64). Cash flow per share was SEK 0.03 (0.09).

(For full report, including tables, see attached file)

Published in Financial News
Monday, 29 March 2010 10:32

Rottneros Appoints New CFO

Tomas Hedström (MBA) will take up his appointment as CFO for Rottneros AB on 1 May 2010. Tomas Hedström, who has among other things been engaged as an accountant at PricewaterhouseCoopers, is coming to us from the SCA Group where he was responsible for the Corporate Finance Department. Prior to this, he held various financial posts within SCA's Swedish and global operation.

Tomas Hedström replaces Karl Ove Grönqvist, who decided to leave Rottneros in May.

For further information please contact: Ole Terland, CEO, +46 8 590 010 00

Rottneros discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The Information was submitted for publication on Thursday 25 March 2010 at 12.30 CET.

Published in European News
Wednesday, 24 March 2010 09:30

Rottneros' Annual General Meeting

The Annual General Meeting of Rottneros AB will take place at 3pm on Thursday, 22 April 2010 at the World Trade Center, Klarabergsviadukten 70, Floor 4, Section D, World Trade Center conference, New York Room, Stockholm, Sweden. Registration for the AGM commences at 2pm.

Right to participate and notifications

Shareholders wishing to participate in the AGM must

• be entered in the register of shareholders kept by Euroclear Sweden AB (formerly VPC AB) no later than Friday,16 April 2010, and

• notify the company no later than Friday, 16 April 2010, via Rottneros' website www.rottneros.com, by telephone +46 8 590 010 00 or by fax +46 8 590 010 01. Notification can also be given in writing to Rottneros AB, Box 70 370, SE-107 24 Stockholm, Sweden. When registering their intention to attend, we would be grateful if shareholders could provide their name, personal/corporate ID number, address and telephone number, together with the names of any assistants who will be attending.
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Shares registered in the name of a nominee

Shareholders who have their shares registered in the name of a nominee through a bank or another manager must ask to be temporarily entered in the register of shareholders on Friday 16 April 2010 for entitlement to attend the AGM. Shareholders must notify the manager of this well in advance of this date.

Power of attorney

Shareholders represented by proxy should issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the registration certificate should be attached or, if no such document exists, a corresponding document confirming authorisation. The document must be dated within the past year. To facilitate entry to the AGM, an original power of attorney together with a registration certificate and other documents confirming authorisation should be submitted to the above address no later than Wednesday 21 April 2010. Power of attorney forms in Swedish and English are available from the company's website.

Agenda

1. Opening of the meeting and election of Chair of the meeting.

2. Drawing up and approval of the voting list.

3. Approval of the agenda.

4. Election of one or two people to check the minutes.

5. Examination of whether the AGM was duly convened.

6. Presentation of the annual report and audit report, as well as the consolidated accounts and Group audit report. This will also include:

a) presentation by the Chair of the Board of the work of the Board and the Board's committees in 2009;

b) address by the President; and

c) presentation by the auditors of their audit work in 2009.

7. Resolution to adopt the income statement and balance sheet, as well as the consolidated income statement and consolidated balance sheet.

8. Resolution on the allocation of the company's profits as stated in the approved balance sheet.

9. Resolution to discharge the members of the Board and the President from liability.

10. Presentation of the work of the Nominating Committee and the Nominating Committee's proposals.

11. Determination of the number of Board members and deputy Board members.

12. Approval of fees for the Board and auditors.

13. Election of Board and deputy board members, as well as election of the Chair of the Board.

14. Resolution on the Nominating Committee's work in preparation for the 2011 AGM.

15. Resolution on guidelines for the remuneration of senior executives.

16. Resolutions on a) a directed new issue, b) an amendment to the Articles of Association, and c) a reverse share split.

17. Resolution on authorising the Board to make decisions on commission-free trade.

18. Resolution on authorising the Board to make decisions on transferring treasury shares.

19. Resolution on incentive programme through issue of subscription warrants.

20. Resolution on conditional amendment to the Articles of Association.

21. Closing of the AGM.
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Nominating Committee's proposals

The following is proposed by the Nominating Committee, which has since 12 February 2010 comprised Olle Grundberg, Nemus Holding AB (who chairs the Committee), Henrik Strömbom, Case Asset Management AB and Kjell Ormegard (Chair of the Board) and which together represent about 25 per cent of the share capital:

Item 1 – Chair of the AGM

The Nominating Committee proposes that Michael Bertorp (LLM) be appointed as Chair of the AGM.

Item 11 – The number of Board members

The Nominating Committee proposes four (4) regular Board members and no deputies.

Item 12 – Fees

The Nominating Committee proposes that fees to the Board of Directors comprise the following amounts: SEK 500,000 for the Chair; and SEK 250,000 for regular Board members who are not employed by the company. Members shall receive remuneration of SEK 25,000 for committee work, except in the case of the chair of the committee, who shall receive remuneration of SEK 50,000. A fee of SEK 25,000 for time required to read materials prior to Board meetings is proposed for each employee representative. Auditors' fees are paid on the basis of invoices approved by the President.

Item 13 – Proposed Board and Chair of the Board

The Nominating Committee proposes the re-election of Roger Asserståhl, Kjell Ormegard and Ingrid Westin Wallinder, and the election of new Board member Bengt Unander-Scharin. It is proposed that Kjell Ormegard be elected as Chair. If Kjell Ormegard's assignment as Chair of the Board ends prematurely, the Board shall appoint a new Chair from within its ranks.
Bengt Unander-Scharin (MBA), who was born in 1943, is the Chair of Ljungträ AB. His previous experience includes: Marketing Director of Södra Skogsägarna, Managing Director of Aspa Bruk, and member of the boards of Skogsindustrierna, Sydved and Handelshuset Ekmans Europa.

Item 14 – Proposals for the Nominating Committee's work in preparation for the 2011 AGM

It is proposed that the Nominating Committee consists of the Chair of the Board and two additional members and that the Chair of the Board shall not chair the Nominating Committee. One of these two members in addition to the Chair of the Board, one must be a representative of the company's biggest shareholder and one shall be a representative of one of the company's other four biggest shareholders. Neither of these two members may be a Board member at the same time. If, during the Nominating Committee's mandate period, one or more shareholders that has appointed members of the Nominating Committee are no longer among the five biggest shareholders in terms of the number of votes, the members appointed by such shareholders shall relinquish their position and the shareholder(s) that take over the position as one of the five biggest shareholders in terms of votes shall have the right to appoint their own representative(s) or offer the shareholder who is next in line in terms of the number of votes a place on the Nominating Committee so that there are three Committee members. It is the responsibility of the Chair of the Board to ensure that members are appointed as stated above. The names of members of the Nominating Committee shall be presented at least six months prior to the 2011 AGM. The Nominating Committee shall appoint a chair from within its ranks. The composition of the Nominating Committee at any given time shall be published on the company's website. The Nominating Committee shall submit proposals on the following matters for decisions by the 2011 AGM:

1. the Chair of the AGM,

2. the number of Board members and deputy Board members,

3. election of Board members and deputy Board members,

4. election of Chair of the Board,

5. fees for the Board and the distribution of these fees between the Chair and other Board members, as well as compensation for committee work,

6. fees for the auditors,

7. when applicable, proposals concerning the election of auditors, and

8. criteria for the appointment of a new Nominating Committee.

The Board's proposals

Item 8 – Dividends
The board proposes that no dividend be paid (SEK 0 last year).

Item 15 – Guidelines for remuneration of senior executives
The Board proposes that the AGM approves the following guidelines with respect to the remuneration of the President and other senior executives. At present, 'other senior executives' refers to the seven people who, together with the President, make up Group management. These individuals are presented on the company's website and pages 82 to 83 of the 2009 Annual Report.
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The compensation paid to the President and other senior executives consists of a basic salary, possibly a component of variable pay, other benefits and pension contributions. The total remuneration package must be in line with market rates and competitive in the market in which the executives work. Basic salary and variable pay are related to the responsibilities and powers held by each executive. The variable component is based on outcomes in relation to defined and measurable targets and is capped in relation to basic pay. The variable pay programme shall be designed so that the Board can impose conditions, restrict or decline to make payments of variable pay in exceptional financial circumstances if such measure is considered to be reasonable and compatible with the duties of the company in relation to shareholders, employees and other interested parties.

The period of notice is between six months and one year should notice be given by the executive, and between one and two years should notice be given by the company. The President is entitled to annual remuneration for two years at a rate corresponding to the salary paid during the period of notice.
Pension benefits are either defined benefit or defined contribution schemes or a combination thereof. The executives are entitled to receive a pension from the age of 62.

All matters relating to the remuneration of the company management are dealt with by a Compensation Committee, except in respect of the President, whose remuneration is decided by the Board of Directors. If the company in a particular case assigns an individual Board member tasks over and above his/her regular Board and committee duties, the Board shall determine the level of compensation for this work. Such compensation must be reasonable and in line with market rates.

The Board shall be empowered to deviate from these guidelines if there are special reasons to do so in an individual case.

It is intended that a special capped, performance-based bonus linked to the project in South Africa be paid to the President and, subject to a decision by the Compensation Committee, to other senior executives involved in this project.

Item 16 – Resolutions on a) a directed new issue, b) an amendment to the Articles of Association, and c) a reverse share split

The Board considers that there is a need to reduce the number of shares with a view to having a number of shares that is more rational for the company. To achieve this outcome, the Board proposes that the AGM resolves in accordance with the following proposal. The proposed resolutions under items a. to c. below shall be made as one resolution and consequently are conditional on all proposals being adopted by the AGM.

a) Resolution on a directed new issue

The Board proposes that the AGM resolves to increase the company's share capital by at most SEK 3.10, through a new share issue of no more than 31 ordinary shares. The right to subscribe for new shares shall, deviating from the priority rights of the shareholders, be allotted to Swedbank AB (publ). The new shares must be subscribed for no later than 23 April 2010. Over-subscription is not possible. The issue price per share shall correspond to the share's closing price as listed on NASDAQ OMX Stockholm on 20 April 2010, though no lower than the share's quota value. Payment shall be made in cash no later than 23 April 2010. The new shares entitle the holder to profit dividends for the first time on the record day for dividends that falls immediately after the new share issue has been registered with the Swedish Companies Registration Office and the shares entered into the register of shareholders kept by Euroclear Sweden AB.

The aim of the issue and the reason for a deviation from the shareholders' priority rights is to achieve a number of shares that can be evenly divisible by ten (10), so that the company's share has an even quota value after the reverse share split referred to under item c. below has been implemented. The issue price is based on the market value of the share as at 20 April 2010.

b) Amendment to the Articles of Association

To enable the reverse share split according to item c. below, the Board proposes that the AGM resolves that Article 5 of the Articles of Association be amended as follows. The amendment also entails the removal of the provision contained in Article 5 regarding the split between ordinary shares and 'C' shares. This provision was previously introduced in conjunction with the company's buy-back programme in 2002. The provision serves no purpose today and the Board is of the opinion that it should consequently be removed.

The Board therefore proposes that the current text under Article 5 is removed and replaced by the following:

"The number of shares shall be at least 100,000,000 and at most 400,000,000."

c) Reverse share split

The board proposes that the AGM resolves on a reverse split of the company's shares (1:10), in which connection ten (10) ordinary shares shall be combined as one (1) ordinary share, with a view to having a number of shares that is more rational for the company. If the shareholding of a shareholder does not correspond to a full number of new shares, Swedbank AB (publ) ('the Guarantor') will without charge transfer to the shareholder the number of shares (1 to 9 shares) required for the shareholder's holding to be evenly divisible by ten (10), after adding the supplemental shares provided by the Guarantor; i.e. rounding up. The Board is authorised to fix the record day for the reverse split. This proposal means that the company's share capital, after the directed new share issue under item a. above and the reverse split have been implemented, will amount to SEK 153,393,890 divided into 153,393,890 ordinary shares, whereby each share shall have a quota value of one (1) Swedish krona.

The Board also proposes that the Board, or the person appointed by the Board, be authorised to make minor adjustments to resolutions of the AGM according to items a. to c. above that may be required in conjunction with registration at the Swedish Companies Registration Office and Euroclear Sweden AB.

Item 17 – Resolution on authorising the Board to make decisions on commission-free trade

For historical reasons the company has a large number of shareholders who own a small number of shares. In order to make it easier for shareholders who only hold a small number of shares to change their holding, where the cost of the trade ('commission') constitutes a significant value in relation to the value of the shares, and in order to rationalise the company's administration with the aim of achieving significant cost savings for the company over time, the company's Board has discussed the possibility of offering the sale or alternatively the purchase of shares through a simplified procedure, without commission charges for the shareholders affected. The cost of the trade is intended to be borne by the company. This procedure is also intended to result in a suitable ownership structure and improved liquidity for the trade in the company's shares. As a supplement to the adjustment of the ownership structure of the company, for the same reasons as presented above, the Board would also like to provide the owners of the call options 2009/2011, issued by Swedbank in conjunction with the new share issue in November 2009, with a corresponding opportunity to adjust their ownership without being charged commission.

The Board therefore proposes that the AGM resolves to authorise the Board, no later than prior to the 2011 AGM, to offer company shareholders with holdings of less than 1,000 shares (100 shares after the reverse split according to the Board's proposal), the opportunity of, on one occasion, selling their holding or alternatively purchasing, without being charged commission, as many shares as are necessary to reduce or increase their holding to 1,000 shares (100 shares after the reverse split implemented according to the Board's proposal). Furthermore, it should be possible to offer the holders of less than 3,000 call options 2009/2011 a corresponding opportunity to be able, without being charged commission, to sell or alternatively purchase, on one occasion, as many shares as are necessary to reduce or increase their holding to 3,000 call options. (In conjunction with the reverse split proposed by the Board, a recalculation will be made of the number of shares that the call options carry a right to subscribe for together with the issue price per share, so that ten (10) call options will be entitled to subscribe for one (1) ordinary share at an issue price of SEK 8.20.) It is also proposed that the Board be authorised to decide on the period during which the offer is to be open and the more detailed conditions of the offer.

Item 18 – Resolution on authorising the Board to make decisions on transferring treasury shares

The Board proposes that the AGM authorises the Board to transfer shares in the company on one or several occasions during the period up until the next AGM (shares previously acquired under the company's buy-back programme). Treasury shares may only be transferred on NASDAQ OMX Stockholm at a price within the price interval recorded by NASDAQ OMX Stockholm from time to time. The number of treasury shares transferred may not exceed the number of treasury shares held by the company at the time of sale. Shares transferred must be paid for in cash. The purpose of authorising the Board is to enable the company to dispose of the treasury shares that it currently owns, as the company no longer has any further need for these shares, and to also thereby release liquidity.

Item 19 – Decision on incentive programme through issue of subscription warrants

The Board considers it to be important and in the interest of all shareholders to create a long-term ownership commitment on the part of the management of the company and also give the management the possibility of participating in and working to promote the positive development of the value of the company's shares and also to increase the management's sense of belonging in respect of the company. The Board therefore proposes that the AGM, deviating from the shareholders' 'priority rights', resolves to introduce a long-term incentives programme for the senior executives of the company, involving the issue of subscription warrants of two series, basically in accordance with the following.

The Board proposes that the AGM resolves to issue at most 25,000,000 Series A subscription warrants and 5,000,000 Series B subscription warrants. The right to subscribe for these subscription warrants without payment will pass to the company's wholly owned subsidiary Utansjö Bruk AB. Following subscription, existing and future senior executives at the Rottneros Group shall be offered the opportunity to acquire these subscription warrants by Utansjö Bruk AB.

When all of the options for subscribing for new ordinary shares have been utilised in full, the share capital will increase by at most SEK 3,000,000, corresponding to 30,000,000 ordinary shares with a quota value of SEK 0.10 per share. The dilution effect on the full utilisation of the 25,000,000 Series A subscription warrants and the 5,000,000 Series B subscription warrants, which it is proposed should be issued, is about two per cent of the share capital and votes in the company. The company does not consider that any significant costs will arise in conjunction with the subscription warrant programme.

The conditions for the subscription warrants will be recalculated in conjunction with the proposed reverse share split.

Series A subscription warrants

The following categories, who are current senior executives of the Rottneros Group, will be offered Series A 2010/2013 subscription warrants: (a) the President, who will be offered no more than 10,000,000 subscription warrants; (b) the Marketing Director, who will be offered no more than 2,500,000 subscription warrants; (c) the Managing Director of Rottneros Bruk AB, who will be offered no more than 2,500,000 subscription warrants; (d) the Managing Director of Vallvik Bruk AB, who will be offered no more than 2,500,000 subscription warrants; (d) the Technical Director, who will be offered no more than 2,500,000 subscription warrants; (f) the Wood Procurement Director who will be offered no more than 2,500,000 subscription warrants; and (g) the Purchasing Director, who will be offered no more than 2,500,000 subscription warrants. Senior executives must pay SEK 0.10 per subscription warrant when the subscription warrants are transferred to them. The minimum number of subscription warrants that each senior executive may acquire is 500,000 subscription warrants. Notice of acquisition and the number of subscription warrants that they wish to acquire shall be given during the period 7 May 2010 to 14 May 2010.

Each subscription warrant entitles the holder to subscribe for one new ordinary share in Rottneros during the periods 17 May 2011 to 31 March 2013 and 1 April 2013 to 16 May 2013. The issue price for each ordinary share shall be based on the average latest price paid for the company's share on NASDAQ OMX Stockholm during the period 23 April 2010 to 6 May 2010 and shall, employing the Black-Scholes valuation model, be determined so that the option premium amounts to SEK 0.10 at the time a subscription warrant is transferred. However, the issue price per ordinary share shall never be less than the quota value of the share, which is currently SEK 0.10.

Series B subscription warrants

The future CFO at Rottneros shall no later than 2 May 2011 be offered the opportunity of acquiring no more than 5,000,000 Series B subscription warrants. The future CFO must pay SEK 0.10 per subscription warrant when the subscription warrants are transferred to the CFO. The minimum number of subscription warrants that may be acquired is 500,000 subscription warrants.

Each subscription warrant entitles the holder to subscribe for one new ordinary share in Rottneros during the periods 17 May 2011 to 31 March 2013 and 1 April 2013 to 16 May 2013. The issue price for each ordinary share shall be based on the average latest price paid for the company's share on NASDAQ OMX Stockholm during the ten trading days prior to the time of acquisition or alternatively the ten last trading days prior to 2 May 2011 and shall, employing the Black-Scholes valuation model, be determined so that the option premium amounts to SEK 0.10 at the time a subscription warrant is transferred. However, the issue price per ordinary share shall never be less than the quota value of the share, which is currently SEK 0.10.

Item 20 – Resolution on a conditional amendment to the Articles of Association

The Board proposes that Article 8 of the Articles of Association be amended as follows:

Article 8 "Notice convening general meetings shall be announced in the Post- och Inrikes Tidningar (Official Swedish Gazette) and on the company's website. On the date the notice to attend is issued, information about the fact that the notice to attend has been issued will be announced in the Dagens Nyheter newspaper and in a daily newspaper published in Sunne."

The Board also proposes that the Board, or the person appointed by the Board, be authorised to make minor adjustments to resolutions of the AGM that may be required in conjunction with registration at the Swedish Companies Registration Office. The Board's proposed amendment of Article 8 of the Articles of Association is conditional on an amendment having entered into force in the Swedish Companies Act (SFS 2005:551) regarding how shareholders are provided with notice to attend AGMs, which means that the proposed wording above will comply with the Swedish Companies Act.

Decision majority

For resolutions on the Board's proposals contained in Items 16, 18 and 20 above, the resolutions of the AGM must be supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting. For resolutions on the Board's proposals as stated in Item 19 above, the resolution of the AGM must be supported by shareholders representing at least nine-tenths of both the votes cast and the shares represented at the meeting. A simple majority is required (over half of those voting) for other resolutions.

Documents

The annual report, the audit report, the auditor's statement on whether the AGM guidelines for compensation to senior executives have been observed, and the Board's resolution proposals under Items 8 and 15 to 20 will be available from the company at Kungsbron 1, C6, Stockholm, Sweden and on the company's website, www.rottneros.com, no later than Thursday 8 April 2010 and sent to those shareholders who request a copy and provide their postal address. These documents can be ordered by telephone on +46 8 590 010 00.

The number of shares and votes

The total number of shares in the company is 1,533,938,869, corresponding to 1,533,938,869 votes. The company holds 8,219,641 shares that cannot be represented at the AGM. This information was current at the time the notice was issued.

Stockholm, March 2010
Rottneros AB (publ)
The Board of Directors

For further information please contact:
Kjell Ormegard, Chair of the Board, +46 70 668 93 76
Ole Terland, Chief Executive Officer, +46 8 590 010 00

Rottneros discloses the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The Information was submitted for publication on 23 March 2010 at 14.30 CET.
{/tabs}

Published in European News
Tagged under
Friday, 26 February 2010 13:00

Rottneros: Karl Ove Grönqvist leaves

rottnerosKarl Ove Grönqvist, Rottneros Chief Financial Officer, has decided to leave the Group to take up a post as CFO of EuroMaint AB.

"Karl Ove Grönqvist has worked as the Group CFO for four years. We thank him warmly, especially for last year's substantial refinancing of the Group, and wish him every success in his new post", says Ole Terland, Rottneros CEO and President.

Our work to find a successor will start immediately.

For further information please contact: Ole Terland, +46 8 590 010 00

NB
This information is such that Rottneros must disclose in accordance with the Swedish Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication on Thursday 25 February 2010 at 17.45 CET.

You can read the press release incl attachments here.

Published in European News
Tagged under

Rottneros Packaging AB, a wholly-owned subsidiary in the Rottneros Group, develops, manufactures and sells food packaging based on cellulose fibre under the SilviPak brand.

Rottneros has concluded an agreement with the Swiss packaging company SIG Combibloc concerning the assignment of intangible assets, mainly in the form of patents and patent applications.

Rottneros Packaging's business operation with food trays under the SilviPak brand is not covered by this agreement. This transaction will have a minor impact on Rottneros' income statement, but will improve the Group's cash flow. The parties have agreed to keep the financial details related to the agreement confidential.

For further information, please contact:
Ole Terland, President and CEO, +46 8 590 010 00

NB
This information is such that Rottneros must disclose in accordance with the Swedish Securities Markets Act and/or the Financial Instruments Trading Act. The information was submitted for publication on Friday 19 February at 10.00 CET.

You can read the press release incl attachments here.

Published in European News

Rottneros have released thier Year-end results for 2009

• Income after net financial items amounted to SEK 0 (-169) million for the fourth quarter of 2009

• Income after net financial items amounted to SEK -69 (-385) million for the full year 2009

• Cash flow from operating activities amounted to SEK 84 (-49) million for the full year 2009. Loans were repaid by SEK 407 million for the full year 2009

• Operations at Rottneros' pulp mill in Miranda, Spain ceased at the turn of the year 2008/2009

• Rockhammar Mill's fixed assets were sold to Korsnäs Rockhammar AB on 1 April

• During the fourth quarter, Rottneros implemented a new issue of shares, which added SEK 202 million to equity following a deduction for guarantee and issue expenses. The company also implemented a new issue aimed at Rottneros' bank syndicate, which involved offsetting loans equivalent to SEK 200 million

• Net loan debt, amounting to SEK 729 million as at 31 December 2008, has been transformed into an interest-bearing net loan receivable of SEK 10 million following amortisation and the new issues of shares implemented

• The pulp market remains strong and demand has increased. At the same time, global pulp stock levels are generally low, which has resulted in a positive price trend; also, further price increases have been announced for January and February 2010

• The company will not be providing a full-year forecast for 2010

• Following the end of the reporting period, Kjell Ormegard was appointed chair of the board up to and including the annual general meeting in April owing to Rune Ingvarsson having requested his immediate resignation from the board of Rottneros for personal reasons.

The full official release here

Published in Financial News
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