BoConcept Holding A/S to offer up to 342,087 B shares in a private placement at market price


The Board of Directors of BoConcept Holding A/S ('BoConcept Holding') has today
resolved to launch an offering (the 'Offering') of up to 342,087 B shares of
BoConcept Holding. 

The Offering will be executed via an accelerated bookbuilding of up to 238,374
new B shares, representing approximately 9.99% of BoConcept Holding's entire
issued B share capital, and up to 103,713 existing B shares currently held by
BoConcept Holding as treasury shares. Based on the closing share price on 16
September 2009 of DKK 110 per share, the gross proceeds from the Offering
corresponds to approximately DKK 37 million. 

The proceeds from the capital increase will be used to strengthen BoConcept
Holding's capital base through reduction of the interest-bearing debt. The
increased capital resources serve to ensure an optimal base for the protection
of the franchise chain values. Further, the increase renders possible a
realisation of the business model's full potential. The initiative falls within
the framework of the established long-term business strategy, in addition to
which it enables us to make use of the business opportunities occurring with
the gradual stabilisation of the present worldwide financial crisis. 

The Offering
The Offering is being made to institutional investors in Denmark and
internationally but outside the U.S. pursuant to Regulation S under the
Securities Act 1933. The offering is being made without pre-emption rights to
BoConcept Holding's existing shareholders pursuant to the authorisation
contained in article 7D of the Articles of Association. 

Danske Markets (Division of Danske Bank A/S) is acting as Lead Manager and
Bookrunner in connection with the Offering. Subscription orders may be placed
and purchases may be made through Danske Markets. 

The bookbuilding process will start immediately. Pricing and allocation are
expected to be announced as soon as practicable following the closing of the
Offering. 

The Offering is not underwritten by Danske Markets.
 

Resolution on share capital increase
Today the Board of Directors of BoConcept Holding has resolved to launch the
Offering of up to 238,374 new B shares with a nominal value of DKK 10 each and
up to 103,713 existing B shares held by BoConcept Holding as treasury shares.
At the maximum number of new B shares BoConcept Holding's share capital will be
increased by a nominal value of DKK 2,383,740. 

The resolution to increase the share capital is made pursuant to the
authorisation contained in article 7 d of the Articles of Association. 

Admission for trading and official listing
It is expected that the new shares will be listed under the existing share code
ISIN 
code DK0060050201 by NASDAQ OMX Copenhagen after registration of the share
capital increase with the Danish Commerce and Companies Agency and merger of
the temporary ISIN code DK0060191450 with the existing shares ISIN code in VP
Securities. The temporary ISIN code will not be listed on NASDAQ OMX
Copenhagen, but only registered in VP Securities for subscription of the new
shares. 

Expected timetable for the capital increase
The offering is a private placement of shares made to institutional investors
in Denmark and internationally, and the shares will be offered in an
accelerated bookbuilding process at market price. If the Offering is
oversubscribed, an individual allocation of shares will be made. 

The offer price is expected to be announced through NASDAQ OMX Copenhagen no
later than on: 18 September 2009 

Expected date of payment against delivery: 23 September 2009

Expected date of registration of the capital increase with the Danish Commerce
and Companies Agency: 23 September 2009 

Expected date of admission for listing of new shares under the existing ISIN
code: 25 September 2009 

It is expected that the dates of admission for listing, payment and
registration of the capital increase may be brought forward if the Offering is
closed earlier than expected. 

The new shares
The new shares will rank pari passu with existing BoConcept Holding B shares.
The new shares may be registered in the name of the holder in the company's
register of shareholders and will be issued and registered with VP Securities
A/S. 

The new shares will be negotiable instruments, and no restrictions will apply
to their transferability. No shares, including the new shares, carry or will
carry any special rights. Rights conferred by the new shares, including voting
rights and dividend rights, will apply from the time when the capital increase
is registered with the Danish Commerce and Companies Agency. 

Each existing B share of nominal DKK 10 carries one vote, while each existing A
share of nominal DKK 10 carries ten votes. Before the offering the existing A
share capital constitutes 9.1% of total capital and 50.2% of total votes, while
the existing B share capital constitutes 90.9% of total capital and 49,8% of
total votes. 

Assuming the maximum number of new B shares is issued, the existing A share
capital will constitute 8.4% of total capital and 47.8% of total votes, while
the existing and new B share capital will constitute 91.6% of total capital and
52.2% of total votes. 
 
Taxation and dividends
Dividend payments will be taxed pursuant to current legislation including any
applicable double taxation treaties. The new shares are eligible for any
dividends from and including the financial year ending 30 April 2010. 

Other information
BoConcept Holding is registered under CVR no. 34018413. BoConcept Holding's
fiscal year is 1 May to 30 April. 

Best regards
BoConcept Holding A/S

Svend Sigaard			Viggo Mølholm
Chairman 				President & CEO

Attachments

fo170909_uk.pdf