Shareholders of
Right to participate and notice of participation
A shareholder who wishes to participate at the extraordinary general meeting must:
(i) |
be recorded in the share register maintained by |
(ii) |
notify the company of its intention to participate by post to |
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by
Participation by proxy
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity's certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to
Proposed agenda
- Opening of the meeting
- Election of chairman of the meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons who shall approve the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Resolution to amend the articles of association and to reduce the share capital in order to enable the issues under item 8 and 9
- Resolution to approve of the board of directors' decision to resolve upon a directed share issue
- Resolution to approve of the board of directors' decision to resolve upon a directed share issue with subscribers covered by Chapter 16 of the Swedish Companies Act
- Closing of the meeting
PROPOSALS FOR RESOLUTION
Item 7 - Resolution to amend the articles of association and to reduce the share capital in order to enable the issues under item 8 and 9
General information regarding the board of directors' proposal under item 7
To enable the execution of the board of directors' resolution on directed shares issues under item 8 and 9, the board of directors proposes that the general meeting resolves on a share capital reduction and amendment of the articles of association regarding the limits of the share capital. The items 7 (a)-(b) are one proposal to be approved together in one resolution at the general meeting. A resolution in accordance with this item 7 is conditional upon that the meeting also resolves in accordance with the proposals in items 8 and 9. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting.
Item 7 (a) - The board of directors' proposal to amend § 4 of the articles of association
To enable the reduction of the share capital under item 7 (b), the board of directors proposes that the general meeting resolves to amend the share capital limits in § 4 of the articles of association in accordance with the following.
Current wording
The share capital shall not be less than
Proposed wording
The share capital shall not be less than
Item 7 (b) - The board of directors' proposal to reduce the share capital
The board of directors proposes that the general meeting resolves on a reduction of the company's share capital by
The board of directors' statement pursuant to Chapter 20, Section 13, fourth paragraph of the Swedish Companies Act
The effect of the board of directors' proposal is that the company's share capital is reduced by
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
Item 8 - Resolution to approve of the board of directors' decision on a directed share issue
The board of directors of
- The company's share capital shall increase with up to
SEK 13,715,828.50 through a new share issue of a maximum of 2,505,885 new shares.
-
The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, vest in Färna
Invest AB , Parment Förvaltning AB, Investment Aktiebolaget Balticum andBarbro Brandt .
-
The subscription price for the shares shall be
SEK 6.44 per share, which is based on the price determined in an accelerated bookbuilding procedure carried out byVator Securities AB , in totalSEK 16,059,988.28 if all shares are subscribed for.
-
Subscription shall take place on a subscription list no later than
5 April 2024 . The board of directors shall have the right to postpone the last day for subscription.
-
Subscribed shares must be paid for in cash no later than
12 April 2024 . The board of directors shall have the right to postpone the last day for payment.
- The share premium shall be added to the unrestricted share premium reserve.
- The new shares entitle the holder to a dividend for the first time on the record date for dividend that occurs immediately after the registration of the new share issue at the Swedish Companies Registration Office.
- The board of directors has carefully considered the possibility of raising capital through a rights issue and makes the assessment that there are currently several reasons why it is more favourable for the shareholders to raise capital through a directed issue. A rights issue in the current market would entail a risk that the company would not be able to meet its capital needs. A rights issue would also expose the company's shareholders to a risk of a severely depressed share price, especially in this market with very high discounts in rights issues and underwriting fees to underwriters. In the light of this, since the directed share issue (i) meets the capital needs to strengthen the sales organization, intensify partnership dialogues and finance the company's working capital and (ii) can be carried out in a more time-efficient manner and at a lower cost and with less complexity than a rights issue, it is the board of directors' overall assessment that the reasons that clearly and with sufficient strength justify that the issue is carried out with deviation from the shareholders' preferential rights outweigh the reasons that justify the main rule that a new share issue shall be carried out with preferential rights for the shareholders. The board of directors therefore considers that a new share issue with deviation from the shareholders' preferential rights is in the company's and all shareholders' interests and thus the most appropriate alternative.
-
As the subscription price in the new share issue is determined through an accelerated bookbuilding procedure carried out by
Vator Securities AB , it is the board of directors' assessment that the subscription price is secured in accordance with market conditions.
A valid resolution under item 8 requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the general meeting. The resolution under item 8 is conditional upon, in addition to the approval by the general meeting, that the general meeting also resolves in accordance with items 7 and 9.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
The board of directors of
- The company's share capital shall increase with up to
SEK 66,539.00 through a new share issue of a maximum of 12,098 new shares.
-
The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, vest with
Johan Hedin (3,105 shares), Anders Brännström (3,105 shares), Fredrik Fränding (3,105 shares),Fredrik Andersson (2,007 shares) andAndreas Jaeger (776 shares) which are covered by Chapter 16 in the Swedish Companies Act (2005:551) (the so-called Leo act).
-
The subscription price for the shares shall be
SEK 6.44 per share, which is based on the price determined in an accelerated bookbuilding procedure carried out byVator Securities AB , in totalSEK 77,911.12 if all shares are subscribed for.
-
Subscription shall take place on a subscription list no later than
5 April 2024 . The board of directors shall have the right to postpone the last day for subscription.
-
Subscribed shares must be paid for in cash no later than
12 April 2024 . The board of directors shall have the right to postpone the last day for payment.
- The share premium shall be added to the unrestricted share premium reserve.
- The new shares entitle the holder to a dividend for the first time on the record date for dividend that occurs immediately after the registration of the new share issue at the Swedish Companies Registration Office.
- The board of directors has carefully considered the possibility of raising capital through a rights issue and makes the assessment that there are currently several reasons why it is more advantageous for the shareholders to raise capital through a directed issue. A rights issue in the current market would entail a risk that the company would not be able to meet its capital needs. A rights issue would also expose the company's shareholders to a risk of a severely depressed share price, especially in this market with very high discounts in rights issues and high guarantee payments to guarantors. Against this background, since the directed share issue (i) meets the capital needs that exist to strengthen the sales organization, intensify partnership dialogues and finance the company's working capital and (ii) can be carried out in a more time-efficient manner and at a lower cost and with less complexity than a rights issue, it is the board of directors' overall assessment that the reasons that in a clear manner and with sufficient strength justify that the issue is carried out with deviation from the shareholders' preferential rights outweigh the reasons that justify the main rule that a new share issue shall be made with preferential rights for the shareholders. The board of directors therefore considers that a new share issue with deviation from the shareholders' preferential rights is in the interest of the company and all shareholders and is therefore the most appropriate alternative.
-
As the subscription price in the new share issue is determined through an accelerated bookbuilding procedure carried out by
Vator Securities AB , it is the board of directors' assessment that the subscription price is secured in accordance with market conditions.
A valid resolution under item 9 requires that the resolution is supported by shareholders representing at least nine tenths of the votes cast as well as of the shares represented at the general meeting. The resolution under item 9 is conditional upon, in addition to the approval by the general meeting, that the general meeting also resolves in accordance with items 7 and 8.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
Documentation etc.
Documents according to the Swedish Companies Act and other supporting documentation for resolutions will be available at the company's offices Ullforsgatan 15, 752 28 Uppsala, and website, www.chromogenics.com, no later than two weeks prior to the meeting and will be sent to shareholders who so request and provide their postal address.
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Shareholders' right to request information
Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Use of personal data
For information regarding the processing of your personal data, please see the integrity policy that is available at
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