NOTICE OF EXTRAORDINARY SHAREHOLDERS' MEETING IN ENZYMATICA AB (PUBL)
January 28 2016 - 3:44AM
By reason of Enzymatica AB:s
(publ), reg. no. 556719-9244, (the "Company") bid on the Islandic
company Zymetech ehf., reg. no. 6406830589, ("Zymetech"), the
shareholders of the Company are hereby invited to attend the
extraordinary shareholders' meeting to be held on Monday 15
February 2016 at 1 p.m. at Elite Hotel, Ideon, Scheelevägen 27 in
Lund. For further information, please see also the press release
which the Company has distributed on 28 January in relation to the
proposed transaction.
Right to participate and notice
Only
shareholders that are recorded in their own name in the Company's
share ledger kept by Euroclear Sweden AB (The Swedish Central
Securities Depository Euroclear Sweden AB) as of 9 February 2016,
and also have given notice on 9 February 2016 to the Company of
their intent to participate, preferably no later than 4.00 p.m.,
have the right to participate in the shareholders' meeting. A
shareholder may be accompanied by not more than two advisors,
provided that the number of such advisors has been notified to the
Company no later than the aforementioned time. Proxies need not
notify the number of advisors in advance.
Notice may be given in writing to Enzymatica AB (publ), att: EGM,
Ideon Science Park, 223 70 Lund or by e-mail to
carl-johan.wachtmeister@enzymatica.com. The notice should specify
the shareholder's name, personal identity or Company registration
number, address, work-hour telephone number and shareholding, and
names of any advisors.
Trustee-registered shares
In order to be
entitled to participate in the meeting, shareholders whose shares
are trustee-registered must temporarily register their shares in
their own names. Such registration should be requested from the
trustee, and must be executed with Euroclear Sweden AB on 9
February 2016. Shareholders that wish to execute such registration
must, well in advance before the said date, notify its trustee
thereof.
Proxies
If a shareholder intends to
participate by proxy, the proxy must bring a written and dated
proxy signed by the shareholder in original to the meeting. The
proxy may not be older than five years. Proxy forms can be
downloaded from the Company's website, www.enzymatica.com. If the
proxy is issued by a legal entity, the proxy must also bring
current registration certificate (Sw.
registreringsbevis) of the legal entity or similar document of
authorisation for the legal entity.
In order to facilitate registration, proxies and documents on
authorisation should be the Company to hand at the above-mentioned
address well in advance before the meeting, and at the latest on 12
February 2016.
Proposed agenda
-
Opening of the meeting
-
Election of chairman of the meeting
-
Preparation and approval of the register of
voters
-
Approval of the agenda
-
Election of one or two persons to confirm the
minutes
-
Determination as to whether the meeting has been
duly convened
-
Resolution regarding approval of the acquisition
of Zymetech by way of issue in kind of shares and warrants
-
Election of new members of the board of
directors
-
Instructions and rules of procedures for the
nomination committee's appointment
-
Closing of the meeting
Resolution
proposals
The Company has executed an agreement with the shareholders of the
company Zymetech ehf., reg. no. 6406830589
("Zymetech"), of the acquisition of 2,142,658 shares,
corresponding to approximately 99 per cent of all shares, in
Zymetech (the "Transaction"). The purchase price shall be paid
through subscription by and allotment to the shareholders in
Zymetech of new shares as well as new warrants in the Company.
Further information regarding the acquisition of Zymetech was
presented in the Company's press release on 28 January 2016. The
agreement is conditional on that the shareholders' meeting resolves
on the proposals set out in item 7-9 below.
Item 7: The board of
directors proposes that the extraordinary shareholders' meeting
resolves to approve the Transaction and thereby increase the share
capital of the Company by maximum SEK 836,241.30 through a new
issue of maximum 20,905,942 shares and 3,982,084 warrants on the
following terms and conditions:
|
a) |
The new
shares and warrants may only be subscribed for by the shareholders
in Zymetech, in accordance with the allocation as set out in the
proposal of the board of directors, whereby payment for the
subscribed shares and warrants shall be made by contribution of the
number of shares in Zymetech noted next to the name of each
subscriber. A subscriber may not subscribe for fewer shares and/or
warrants than he has the right to subscribe for. |
|
|
|
|
b) |
Subscription shall be made simultaneously with the closing of the
acquisition of Zymetech, however on 31 May 2016 at the latest.
Subscription is made by way of each sub-scriber signing the
subscription list. |
|
|
|
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c) |
Subscribed shares and/or warrants shall be paid for by way of
contribution in kind of shares in Zymetech, in accordance with the
proposal of the board of directors. The assets to be contributed in
kind shall be contributed at the same time as subscription. |
|
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d) |
Over-subscription is not allowed. |
|
|
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e) |
The new
shares shall, in relation to each subscriber, be issued for a
subscription price in accordance with the proposal of the board of
directors, which corresponds to the closing price of the shares of
the Company listed on NASDAQ First North during as per 27 January
2016. It is noted that the subscription price of each share might
vary depending on the number of shares in Zymetech, held by each
subscriber, as well as on the number of shares and warrants in the
Company which each subscriber shall receive as consideration
according to the agreements concluded between the Company and the
shareholders in Zymetech. |
|
|
|
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f) |
The
warrants are issued at a subscription price in accordance with the
proposal of the board of directors and which, according to the
assessment of the board of directors, corresponds to the estimated
market value calculated in accordance with the Black and Scholes
valuation method. |
|
|
|
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g) |
The
assets to be contributed in kind are estimated to be entered in the
Company's balance sheet at a value of SEK 73,243,380, out of which
SEK 70,034,906 pertains to the new shares and SEK 3,208,474
pertains to the warrants. The final value, whereby the contribution
in kind will be included in the balance sheet of the Company, will,
in accordance with the applicable accounting rules, be determined
based on the market price of the shares of the Company at the time
of the closing of the transaction and might therefore diverge from
the calculated value of the contribution in kind. |
|
|
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h) |
The
report of the board of directors on circumstances of significance
for the assessment of the value of assets to be contributed in
kind, including the auditor's statement, is shown in the proposal
of the board of directors. |
|
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|
i) |
The new
shares convey right to dividends for the first time on the first
record date set for dividends after the issue resolution. |
|
|
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|
j) |
Upon
exercise of the warrants, the share capital of the Company may
increase with an amount up to SEK 159,284.05 (subject to
recalculation as set out in the warrant terms and conditions). |
|
|
|
|
k) |
The
warrant terms and conditions are set out in the proposal of the
board of directors. |
|
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|
l) |
Advokat
Jonas Frii, Setterwalls Advokatbyrå, is authorised, in consultation
with the chairman of the board of directors, to make minor formal
adjustments to the issue resolution which may be required for
registration with the Swedish Companies Registration Office or
Euroclear Sweden AB. |
Item 8: As part of the
agreement, the shareholders of Zymetech shall have the right to
propose two ordinary board members. Therefore the board of
directors proposes that that the board of directors shall, until
the end of the next annual general meeting, consist of nine
ordinary board members without deputies. Guðmundur Pálmason and
Sigurgeir Guðlaugsson are proposed to be elected as new ordinary
board members in addition to the current board of directors.
The decision is conditional upon that the
resolution regarding the approval of the Transaction and the issue
in kind of shares and warrants, according to item 7, is approved.
The decision shall furthermore have effect as of the date of
completion of the Transaction.
Item 9: As part of the
agreement, the shareholders of Zymetech shall have the right to
propose one representative to the nomination committee until the
next general meeting. The board of directors therefore propose that
the nomination committee, until a new nomination committee is
appointed, shall include Guðmundur Pálmason as appointed by the
shareholders of Zymetech in addition to the three regular members
representing the three largest shareholders of the Company, and
that Guðmundur Pálmason shall remain in the nomination committee
regardless of significant changes in ownership of the Company. The
instructions and rules of procedures for the nomination committee
adopted at the annual general meeting on 21 April 2015 shall
otherwise remain unchanged until the general meeting resolved
otherwise.
The decision is conditional upon that the
resolution regarding the approval of the Transaction and the issue
in kind of shares and warrants, according to item 7, is
approved. The decision shall furthermore have effect as of
the date of completion of the Transaction.
Total number of shares and
votes
The total number of shares and votes in Company amounts as per the
date of this notice to 24,961,438. The Company holds no own
shares.
The shareholders are reminded of their right to
request information from the board of directors and the CEO at the
general meeting in accordance with Ch. 7 Sec. 32 of the Companies
Act (Sw. Aktiebolagslagen (2005:551)).
Meeting documents
The board of director's complete proposal for a resolution pursuant
to items 7-9 and connected documents pursuant to Chap. 13 Secs. 6-8
and Chap. 14 Secs. 8-10 of the Companies Act (Sw. Aktiebolagslagen (2005:551)) are available for the
shareholders at the Company at its above-mentioned address at the
latest from 1 February 2016 and will free of charge be sent to
shareholders upon their request to the Company, provided that such
share-holders state their current address.
Miscellaneous
Larger shareholders in the Company, corresponding to approximately
25,6 percent of the votes are supporting the acquisition and the
proposals in items 7-9 above.
Lund in January 2016
The board of directors
For
further information, contact:
Fredrik Lindberg, CEO Enzymatica AB
Phone: 0708-86 53 70 | E-mail:
fredrik.lindberg@enzymatica.com
About Enzymatica AB
Enzymatica is a life science company and its business concept is to
offer effective help against some of our most common diseases where
viruses or bacteria play a decisive role. In a short amount of
time, the company has developed ColdZyme® , a unique mount spray
for colds, and launched the product on six markets and established
itself as the top selling product for colds (calculated in
SEK) in Swedish pharmacies. The development work includes medical
devices relating to upper respiratory tract infections and oral
health, as well as veterinary products. The company is
headquartered in Lund, Sweden, and is listed on Nasdaq First North.
For more information, please visit: www.enzymatica.se.
Press release (PDF)
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Enzymatica AB via Globenewswire
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