NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, WITHIN OR INTO
At the extraordinary general meeting in
The extraordinary general meeting resolved to:
- change the articles of association and reduce the share capital without cancellation of shares;
- change the articles of association and issue units consisting of new shares and warrants with preferential rights for the shareholders (the “Rights Issue”);
- authorize the board of directors to increase the share capital to enable payment of consideration to guarantors in the form of new shares in the Company;
- change the articles of association and increase the share capital through bonus issue without issuance of new shares;
- reduce the share capital without cancellation of shares;
- authorize the board of directors to increase the share capital;
- change the articles of association and reduce the share capital without cancellation of shares subject to authorization from the Swedish Companies Registration Office or a general court.
The board of directors’ proposals in accordance with items (ii), (iii), (v), and (vi) were presented in order to enable a Rights Issue at a subscription price per new share below the current quotient value of the Company’s shares, to minimize the subsequent increase of the share capital and to adjust the limits of the share capital and the number of shares in the articles of association, to be registered simultaneously. The board of directors’ proposal in accordance with item (viii) was presented in order to, subject to authorization from the Swedish Companies Registration Office or a general court, enable further reduction of the share capital following registration of the other proposals, with the main purpose of de-creasing the quotient value in order to adapt the capital structure.
No proposal was presented under item 6 of the proposed agenda in the notice to attend the meeting regarding election of new board member and determination of board fees.
The Rights Issue in short
The Rights issue comprises no more than 1,256,531,200 new shares and no more than 314,132,800 warrants, which may only be subscribed for and allotted together in the form of no more than 314,132,800 so called units where each unit consists of four (4) new shares and one (1) warrant. Each warrant entitles to subscription of one (1) new share in the Company.
The subscription price is
The record date for receipt of unit rights and a right to participate in the Rights Issue with preferential rights is Thursday
In the event that not all units are subscribed for by exercise of unit rights, the board of directors shall, within the framework of the maximum amount for the issue, secondly resolve on allotment of units to those who have subscribed without unit rights and thirdly to those who have entered into guarantee commitments.
Subscription of new shares through exercise of warrants may be made during the period from and including
Subscription undertakings, declaration of intention to subscribe and guarantee commitments
The Rights Issue is covered by subscription undertakings, declaration of intention to subscribe and guarantee commitments corresponding to a total of approximately
The guarantee commitments amount to approximately
For guarantee commitments, a cash consideration of twelve (12.0) percent of the guaranteed amount is paid, alternatively fourteen (14.0) percent in the form of newly issued shares in the Company. No consideration is paid for the subscription undertakings or the declaration of intention to subscribe. The subscription undertakings and guarantee commitments are not secured by bank guarantee, blocking funds, pledging or similar arrangements and the declaration of intention to subscribe has neither been formalized in a written agreement nor secured.
Preliminary schedule for the Rights Issue (all dates refer to 2024)
2 January | Last day of trading in the share with the right to receive unit rights |
3 January | First day of trading in the share without the right to receive unit rights |
4 January | Record date for participation in the Rights Issue |
8 – 17 January | Trading in unit rights (trading in paid subscribed units will commence on the same date and continue until the Rights Issue has been registered with the Swedish Companies Registration Office) |
8 – 22 January | Subscription period (with or without preferential right) |
Around 24 January | Announcement of outcome of Rights Issue |
Prospectus
Full terms and conditions for the Rights Issue will be disclosed in the EU Growth Prospectus which will be published by the Company no later than in conjunction with the commencement of the subscription period.
Advisors
IMPORTANT INFORMATION
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in the Company. No action has been taken and no measures will be taken to permit a public offering in any jurisdictions other than
This release is not a prospectus in accordance with the definition in the Prospectus Regulation (EU) 2017/1129 (“Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. This announcement does not identify, or purport to identify, risks (direct or indirect) that may be associated with an investment in shares or other securities in the Company. A so-called EU Growth Prospectus (the “Prospectus”) will be prepared in connection with the Rights Issue and be reviewed and approved by the
The information in this press release may not be released, distributed or published, directly or indirectly, in or into
Within the European Economic Area (“EEA”), no public offering of shares or other securities (“Securities”) is made in other countries than
In the
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