Oxurion provides clarification on the agenda of the extraordinary general shareholders' meeting to be held on 24 July 2024
July 11 2024 - 12:00PM
UK Regulatory
Oxurion provides clarification on the agenda of the extraordinary
general shareholders' meeting to be held on 24 July 2024
Oxurion provides clarification on the
agenda of the extraordinary general shareholders' meeting to be
held on 24 July 2024
Leuven, BELGIUM – July 11, 2024 – 6:00pm
CET – Oxurion NV (Euronext Brussels: OXUR), an innovative
biopharmaceutical company based in Leuven, announced today it has
provided clarification on the agenda of the extraordinary general
shareholders' meeting to be held on 24 July 2024 (the
EGM) as set out in the convening notice published
on 5 July 2024 in accordance with applicable laws.
The EGM shall deliberate and vote on a potential
share consolidation in respect of all outstanding shares of the
Company by means of a 1-for-10,000 share and resulting
authorization to the board of directors of the Company to further
implement the share consolidation during a three-year period
following the date of the EGM.
The proposed resolution for item 1(c) of the
agenda of the EGM wrongly referred to the fact that proceeds of the
sale of shares not being converted into whole new shares would only
be paid provided that the net proceeds are less than EUR 0.01 per
old share.
It is however only if the net proceeds to be
received by a shareholder for his position with an account holder
are less than EUR 0.01 that the account holder will not be able to
pay any compensation to this shareholder.
By an information note published today on the
website of the Company (www.oxurion.com), the board of directors of
the Company clarified the wording of the proposed resolution for
item 1 (c) of the agenda of the EGM as follows:
"(c) No
fractions of new shares: Within the framework of the Reverse Stock
Split, the existing shares can only be consolidated, in accordance
with the Ratio, into a whole number of new shares. No fractions of
new shares can be issued. Subject to applicable company, financial
and securities law rules, and subject to the provisions of the
foregoing paragraphs, the board of directors shall be authorized to
determine the manner and process to effect the Reverse Stock Split
with respect to holders of existing shares of the Company who at
the time of the Reverse Stock Split do not have a sufficient number
of existing shares in order to receive a whole number of new shares
in accordance with the Ratio. Within this context, the board of
directors shall have the power to determine that (i) the positions
of old shares that cannot be consolidated into a whole number of
new shares in accordance with the Ratio can be aggregated for
consolidation into new shares, (ii) such new shares can be sold or
placed via an exempt private placement or bookbuilding (accelerated
or not) to institutional, qualified or professional investors or
individuals in and outside of Belgium, and (iii) the net proceeds
of such sale or placement, after deduction of relevant transaction
costs and expenses (including commissions, fees and expenses of
agents and advisors) and applicable taxes, all as applicable, can
be distributed on a pro rata basis to the holders of existing
shares that did not have a sufficient number of existing shares to
be converted into whole new shares in accordance with the Ratio,
provided that such proceeds are at least
equivalent to EUR 0.01. If net proceeds are less
or cannot be distributed on a pro rata basis as aforementioned,
these shall accrue to the Company. Subject to applicable provisions
of company, financial and securities law, the board of directors
shall also have the authority to determine that the positions of
existing shares that cannot be consolidated in accordance with the
Ratio into a whole number of new shares can be acquired by the
Company or one of its subsidiaries and that the net proceeds of
such sale will be distributed on a pro rata basis as set forth
above."
This clarification is in the interest of all
shareholders of the Company.
The template proxy and the template voting form
for the EGM available on the website of the Company
(www.oxurion.com) were amended accordingly. Proxies and voting
forms for the EGM received prior to the publication of this press
release will also be corrected.
About Oxurion
Oxurion (Euronext Brussels: OXUR) is engaged in
developing next-generation standard of care ophthalmic therapies
for the treatment of retinal disease. Oxurion is headquartered in
Leuven, Belgium. More information is available at
www.oxurion.com.
Important information about
forward-looking statements
Certain statements in this press release may be
considered “forward-looking”. Such forward-looking statements are
based on current expectations, and, accordingly, entail and are
influenced by various risks and uncertainties. The Company
therefore cannot provide any assurance that such forward-looking
statements will materialize and does not assume any obligation to
update or revise any forward-looking statement, whether as a result
of new information, future events, or any other reason. Additional
information concerning risks and uncertainties affecting the
business and other factors that could cause actual results to
differ materially from any forward-looking statement is contained
in the Company’s Annual Report. This press release does not
constitute an offer or invitation for the sale or purchase of
securities or assets of Oxurion in any jurisdiction. No securities
of Oxurion may be offered or sold within the United States without
registration under the U.S. Securities Act of 1933, as amended, or
in compliance with an exemption therefrom, and in accordance with
any applicable U.S. state securities laws.
For more information, please
contact:
Oxurion NV
Pascal Ghoson, CEO
pascal.ghoson@oxurion.com
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