The board of directors of
The notice will be published in the
NOTICE OF EXTRAORDINARY GENERAL MEETING OF STILLE AB
REQUIREMENTS FOR PARTICIPATION
Shareholders wishing to attend the meeting must:
(i) be recorded as a shareholder in the share register kept by
(ii) notify the company the intention to attend no later than
Notification of attendance shall be made by e-mail to arsstamma@stille.se, by mail to
NOMINEE REGISTERED SHARES
In order to participate in the meeting, those whose shares are registered in the name of a nominee must, through the nominee, register the shares in their own name so that the shareholder is registered in the share register kept by
PROXIES AND PROXY FORMS
Anyone who is not personally present at the meeting may exercise their voting rights at the meeting through a written, signed and dated power-of-attorney. A proxy form is available on the company's website, www.stille.se. The proxy form can also be obtained from the company at Ekbacken 11, 644 30 Torshälla,
PROPOSED AGENDA
- Opening of the meeting
- Election of chair of the meeting
- Preparation and approval of voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Examination of whether the meeting has been duly convened
- Resolution on the number of board members
- Election of board member
- Resolution on remuneration to board member
- Resolution on an amendment to the articles of association
- Resolution on an approval of the board of directors' resolution on a directed share issue
- Closure of the meeting
PROPOSED RESOLUTION
Item 2 - Election of chair of the meeting
The board of directors proposes that Lars Kvarnhem, or if he is prevented from attending, the person the board of directors proposes in his place, be elected to chair the meeting.
Item 7 - Resolution on the number of board members
The shareholder
The resolution is contingent on, and will enter into force in connection with, Goldcup 34183 AB under name change to
Item 8 - Election of board member
The shareholder
The election is contingent on, and will enter into force in connection with, Goldcup 34183 AB under name change to
The shareholder
The resolution is contingent on, and will enter into force in connection with, Goldcup 34183 AB under name change to
Item 10 - Resolution on an amendment to the articles of association
The board of directors proposes that the meeting resolves to amend the articles of association, mainly in accordance with the following.
Current wording:
§ 4 Share capital
The share capital shall amount to a minimum of
§ 6 Shares
The company shall be able to issue a minimum of 2,000,000 shares and a maximum of 8,000,000 shares.
Proposed new wording:
§ 4 Share capital
The share capital shall amount to a minimum of
§ 6 Shares
The company shall be able to issue a minimum of 6,700,000 shares and a maximum of 26,800,000 shares.
In addition to the above, amendments of an editorial nature are proposed.
The decision is contingent on the meeting resolving in accordance with item 11 on the agenda and that the resolution is registered with the Swedish Companies Registration Office.
The board of directors, or the person appointed by the board of directors, shall have the right to make the minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office or due to other formal requirements.
Item 11 - Resolution on an approval of the board of directors' resolution on a directed share issue
Background
The board of directors of
Resolution on approval
In light of the above, the board of directors proposes that the meeting approves the board of directors' resolution on a directed issue of shares mainly in accordance with the following.
The company's share capital will increase with not more than
SEK 19,859,815 through a directed issue of not more than 3,971,963 shares.The right to subscribe for new shares shall, with deviation from the shareholders pre-emption rights, solely belong to
Linc AB ,Lannebo Fonder ,SEB Investment Management , ShapeQ,Aktia Fund Management Company Ltd ,Healthinvest Partners AB ,Ramhill AB , Schroders,Odin Fonder , Impilo and Funds managed by Berenberg AM.The reasons for deviating from the shareholders' preferential rights are as follows. The Company's board of directors has made a comprehensive assessment and carefully considered the possibility of raising necessary capital through a rights issue and has assessed that, for various reasons, it is currently more advantageous for the Company and its shareholders to raise capital through the Directed Share Issue. The board of directors of the Company has furthermore, with the support of
Pareto Securities ("Pareto"), conducted a market sounding in preparation of the Directed Share Issue where contact has been taken with potential long-term institutional investors, some of whom were already existing shareholders in the Company. The investors in the Directed Share Issue have been selected on objective grounds to ensure that the Directed Share Issue can be carried out on favourable terms for the Company. A rights issue would involve a significantly longer execution time and increased costs compared to the Directed Share Issue. The issue proceeds from the Directed Share Issue is intended to be used to finance the acquisition ofFehling Instruments GmbH & CO. KG andFehling Verwaltungs GmbH (together "Fehling" and the "Acquisition"). The company expects that the Acquisition will bring benefits related to the group's global competitive position in the market for surgical instruments. Through Impilo's investment, the Company also gains a new and long-term institutional shareholder, which further strengthens the Company's shareholder base. If the Company had chosen to raise capital through a rights issue, the board of directors assesses that there is a risk that the Company may not meet the necessary timelines to complete the Acquisition. Furthermore, given the volatility that has characterised the market during both 2022 and 2023, the board of directors has determined that a rights issue would require significant underwriting commitments from an underwriting syndicate. This would entail additional costs and/or further dilution depending on the type of consideration paid for such underwriting commitments. Considering the above, the board of directors has concluded that the Directed Share Issue, deviating from the shareholders' preferential rights, is the most advantageous option for the Company and in the best interest of the Company's shareholders.SEK 107 shall be paid for each subscribed share. The subscription price per new share in the Directed Share Issue has been determined by the board of directors of the Company in consultation with Pareto following arms-length negotiations with the investors based on the current share price of Stille's shares and is therefore, taking into account the feedback from investors that the Company has received during the market sounding, deemed to correspond to the shares' market value. The subscription price corresponds to a premium of approximately 2 percent to the closing price ofSEK 105 per share onNovember 28, 2023 for Stille's shares on Nasdaq First North Growth Market. Payment must be made in cash.Subscription of the newly issued shares shall be made on a subscription list not later than
November 29, 2023 . Payment for the subscribed shares shall be made not later thanDecember 1, 2023 .Payment for subscribed shares that exceeds the quota value of the shares shall be added in full to the free share premium fund.
The board of directors shall have the right to extend the subscription period and the payment period, which the board intends to do in the event that any subscriber needs to await review of the investment under the Swedish Foreign Direct Investments Act (2023:560).
The decision to issue shares presupposes an amendment to the company's articles of association.
The new shares shall entitle to dividends for the first time on the first record date for dividend that take place after the issue of new shares has been recorded in the share register kept by
Euroclear Sweden AB .
The resolution is contingent on the meeting resolving in accordance with item 10 on the agenda and that the resolution is registered with the Swedish Companies Registration Office.
The board of directors, or the person appointed by the board of directors, shall have the right to make the minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office,
MAJORITY REQUIREMENTS
A resolution under items 10 and 11 will not be valid unless supported by shareholders representing at least two thirds of both the votes cast and the shares represented at the general meeting.
DOCUMENTS
The complete documents in accordance with the Swedish Companies Act will be available at the company and on the company's website and will be sent immediately without charge to any shareholders who so request and has states their address. The documents will also be available at the meeting.
INFORMATION AT THE MEETING
The shareholders are reminded of their right to request information from the board of directors and the CEO according to the Swedish Companies Act.
PROCESSING OF PERSONAL DATA
För information om hur dina personuppgifter behandlas, vänligen se:
https://www.euroclear.com/dam/ESw/Legal/Integritetspolicy-bolagsstammor-svenska.pdf.
_____________
Eskilstuna i
Styrelsen
For more information, please contact:
Torbjörn Sköld
CEO and President
+46 (0)70 316 63 91 | torbjorn.skold@stille.se
Niklas Carlén
CFO
+46 (0)73 087 49 70 | niklas.carlen@stille.se
About
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