Notice of extraordinary general meeting in Saniona AB
PRESS RELEASE
15 July
2022
The English text is an unofficial translation. In case of any
discrepancies between the Swedish text and the English translation,
the Swedish text shall prevail.
The shareholders in Saniona AB, Reg. No. 556962-5345,
are hereby invited to attend the
extraordinary general
meeting on Thursday
18 August 2022 at
15:00 (CEST)
to be held at the
premises of Setterwalls Advokatbyrå AB at Stortorget 23 in Malmö,
Sweden.
Right to participate and notice of
participation
Shareholders wishing to attend the gerenal meeting must:
- be registered in the company’s share
register kept by Euroclear Sweden AB as of Wednesday 10 August
2022; and
- no later than on Friday 12 August 2022
notify the company in writing of their intention to participate in
the general meeting to Saniona AB, Smedeland 26B, DK-2600 Glostrup,
Denmark. Such notice can also be given by email to clo@saniona.com.
The notice shall specify the shareholder’s complete name, personal
or company registration number, registered shareholding, address,
telephone number during work hours and, when applicable,
information on the number of advisors (two at the most).
Trustee-registered
shares
Shareholders who have their holdings
trustee-registered must temporarily register the shares in their
own name with Euroclear Sweden AB (so called “voting rights
registration”) in order to be entitled to participate in the
general meeting. Such voting rights registration must be
implemented no later than as of Friday 12 August 2022, meaning that
the shareholders must well in advance before this date request
their trustees thereof.
Proxies etc.
In case the shareholder should be represented by a proxy, the
proxy must bring a written power of attorney, which is dated and
duly signed by the shareholder, to the general meeting. The
validity term of the power of attorney may not be more than one
year, unless a longer validity term is specifically stated in the
power of attorney (however at the longest five years). If the power
of attorney is issued by a legal entity, the representing proxy
must also present an up-to-date registration certificate or
equivalent document for the legal entity. In order to facilitate
the entrance at the meeting, a copy of the power of attorney and
other authorization documents should preferably be attached to the
shareholder’s notification to participate in the general meeting. A
template power of attorney can be found at the company’s website
(www.saniona.com), and will be sent to the shareholders who request
it and state their address.
Proposed agenda
0. 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 to verify the minutes.
- Consideration as to
whether the meeting has been duly convened.
- Resolution on (A)
employee option program; and (B) directed issue of warrants and
approval of transfer of warrants.
- Closing of the
meeting.
Resolution proposals
Item 1: Election of chairman of the meeting
The board of directors proposes that attorney Ola Grahn is
elected as chairman of the meeting.
Item 6: Resolution on (A) employee option program; and (B)
directed issue of warrants and approval of transfer of
warrants.
The board of directors of Saniona AB (the
“Company”), proposes that the extraordinary
general meeting resolves to adopt an employee option program for
the CEO and the CFO in accordance with what is set out under A
below.
The purpose of the proposed employee option program (the
“Employee Option Program 2022”) is to secure a
long-term commitment for the CEO and the CFO through a compensation
system which is linked to the Company’s future value growth.
Through the implementation of a share based incentive program, the
future value growth in the Company is encouraged, which implies
common interests and goals for the shareholders of the Company and
the participants. Such share based incentive program is also
expected to increase the Company’s possibilities to retain
competent persons. Further details of the Employee Option Program
2022 are set out under Section A below.
In order to secure the Company’s undertakings under the Employee
Option Program 2022, the board of directors also proposes that the
extraordinary general meeting resolves on a directed issue of
warrants and an approval of transfer of warrants in accordance with
Section B below.
A. The
board of directors’ proposal on implementation of Employee Option
Program 2022
The board of directors proposes that the extraordinary general
meeting resolves to implement the Employee Option Program 2022 in
accordance with the following substantial guidelines:
1. The Employee
Option Program 2022 shall comprise a maximum of 2,129,821
options.
2. Each employee option
entitles the holders a right to acquire one new share in the
Company against cash consideration at an exercise price amounting
to 130 per cent of the volume weighted average share price of the
Company’s share on Nasdaq Stockholm during the 10 trading days
immediately prior to the extraordinary general meeting on 18 August
2022. The thus calculated exercise price shall be rounded to the
nearest whole öre, whereupon 0.5 öre shall be rounded upwards. The
exercise price can however not be lower than the share’s quotient
value. The exercise price and the number of shares that each option
entitles right to may be subject to recalculation in the event of a
bonus issue, split, rights issue etc., wherein the recalculation
terms in the complete terms and conditions of the warrants shall be
applied.
3. The Employee Option
Program 2022 shall comprise the CEO and the CFO. The CEO shall be
allotted 1,661,928 employee options and the CFO shall be allotted
467,893 employee options.
4. Allotment
shall take place no later than 31 December 2022.
5. The allotted employee
options will vest with 1/3 each on the date that falls 12, 24 and
36 months, respectively, following the date of allotment. If the
number of allotted employee options is not evenly divisible with
1/3, the number of vested employee options shall be rounded
downwards to the nearest whole number and any excess employee
options shall be considered vested on the last vesting date.
6. Vesting is conditional
upon that the participant continues to be employed within the
Saniona group (the “Group”) and has not terminated
the employment as of the date when the respective vesting occurs.
If the participant ceases to be employed or terminates its
employment within the Group before a vesting date, the already
vested employee options may be exercised on the ordinary date of
exercise in accordance with the below, but further vesting will not
occur. However, if the participant's employment is terminated due
to dismissal or due to personal reasons/breach of contract, vested
employee options shall also lapse.
7. The employee options shall
not constitute securities and shall not be possible to transfer or
pledge. However, in the event of death, the rights to vested
employee options shall accrue to the beneficiaries of the holder of
the employee options.
8. The employee
options shall be allotted without consideration.
9. The holders can exercise
allotted and vested employee options during the period starting on
the date that falls 3 years after the allotment date and ending on
31 December 2028. The board of directors has the right to limit the
number of occasions during the exercise period when the employee
options can be exercised
10. In the event of a public
take-over offer, asset sale, liquidation, merger or any other such
transaction affecting the Company, the employee options will vest
in their entirety and be exercisable in connection with the
relevant transaction.
11. Participation in Employee
Option Program 2022 is conditional upon that such participation can
legally take place, and that such participation in the Company’s
assessment can take place with reasonable administrative costs and
financial efforts.
12. The employee options
shall be governed by separate agreements with the participants. The
board of directors shall be responsible for the preparation and
management of Employee Option Program 2022 in accordance with the
above-mentioned substantial terms and guidelines.
B. Proposal
to resolution on directed issue of warrants and approval of
transfer of warrants
In order to enable the Company’s delivery of shares under the
Employee Option Program 2022, the board of directors proposes that
the extraordinary general meeting resolves on a directed issue of
warrants and approval of transfer of warrants. The board of
directors thus proposes that the extraordinary general meeting
resolves on a directed issue of warrants in accordance with the
following terms and conditions:
1. A maximum of
2,129,821 warrants shall be issued.
2. With deviation from the
shareholders’ preferential rights, the warrants may only be
subscribed for by the Company or a subsidiary in the Group. The
reason for the deviation from the shareholders’ preferential rights
is that the warrants are issued as part of the implementation of
the Employee Option Program 2022. In the light of what has been
stated above, the board of directors considers that it is for the
benefit of the Company and its shareholders that employees are
offered to participate in the Employee Option Program 2022.
3. Subscription
shall be made no later than 31 December 2022.
4. Over
subscription cannot occur.
5. The warrants shall be
issued without consideration. The reason hereof is due to that the
warrants shall be issued as part of the implementation of the
Employee Option Program 2022.
6. The warrants and the
exercise of the subscription rights are subject to the terms and
conditions for the warrants 2022/2028 (the “Warrant Terms
and Conditions”). The Warrant Terms and Conditions state
among others:
(a) that each warrant
entitles to subscription of one share in the Company at a
subscription price amounting to 130 per cent of the volume weighted
average share price of the Company’s share on Nasdaq Stockholm
during the 10 trading days immediately prior to the extraordinary
general meeting on 18 August 2022. The thus calculated subscription
price shall be rounded to the nearest whole öre, whereupon 0.5 öre
shall be rounded upwards. The subscription price can however not be
lower than the share’s quotient value and the part of the
subscription price exceeding the share’s quotient value shall be
added to the free share premium reserve;
(b) that subscription of
shares by virtue of the warrants may be made from registration with
the Swedish Companies Registration Office up to and including 31
December 2028;
(c) that the subscription
price and the number of shares that each warrant entitles right to
subscribe for are subject to customary recalculation in connection
with a split-up or consolidation of shares, rights issues and
similar events;
(d) that the period when the
subscription right may be utilized may be brought forward or
postponed; and
(e) that the shares issued
upon utilization of a warrant shall confer right to dividends from
the first record date for dividends that occurs following
effectuation of the subscription to such extent that the share has
been recorded as an interim share in the Company’s share
ledger.
7. If all
warrants are exercised for subscription of new shares, the share
capital will increase with SEK 106,491.05.
8. The chairman of the
Company’s board of directors shall be entitled to make such minor
adjustments of the issue resolution that might be necessary in
connection with registration with the Swedish Companies
Registration Office.
Further, the board of directors proposes that the extraordinary
general meeting shall resolve to approve that the Company or
another company in the Group, may transfer warrants to the
participants in the Employee Option Program 2022 (or to a financial
intermediary assisting with the delivery of shares to participants
in Employee Option Program 2022) without consideration in
connection with the exercise of employee options in accordance with
the terms and conditions under Section A above.
Other information in relation to Employee Option Program
2022
The Employee Option Program 2022 will be accounted for in
accordance with “IFRS 2 – Share based payments”. IFRS 2 stipulates
that the options shall be expensed as personnel costs over the
vesting period and will be accounted for directly against equity.
Personnel costs in accordance with IFRS 2 do not affect the
Company’s cash flow. The board of directors has made the assessment
that the Employee Option Program 2022 will not trigger any social
costs for the Company.
The employee options do not have a market value since they are
not transferable. However, the board of directors has calculated a
theoretical value of the employee options using the “Black Scholes”
formula. Assuming that all options are allotted and assuming a
share price at the time of allotment of the options of SEK 5.03, a
strike price of SEK 6.54, a volatility of 113 per cent, a risk free
interest of 1.6 per cent and that 100 per cent of the employee
options are vested, the value of an employee option has been
calculated to SEK 3.95 and the total personnel cost for the
Employee Option Program 2022 in accordance with IFRS 2 is estimated
to be approximately SEK 8.4 million before tax during the period
2022–2025. Under the same conditions, but assuming that only 50 per
cent of the employee options are vested, the total personnel cost
for the Employee Option Program 2022 in accordance with IFRS 2 is
estimated to approximately SEK 4.2 million before tax during the
same period.
It shall be noted that the calculations are based on preliminary
assumptions and are only intended to provide an illustration of the
outcome.
As per the date hereof, the number of shares in the Company
amounts to 62,385,677.
In case all warrants issued in relation to Employee Option
Program 2022 are exercised for subscription of new shares, a total
of 2,129,821 new shares will be issued, which corresponds to a
dilution of approximately 3.30 per cent of the Company’s share
capital and votes after full dilution, calculated on the number of
shares that will be added upon full exercise of all warrants issued
in relation to Employee Option Program 2022. The dilution would
have meant that the key figure earnings per share for the full year
2021 had changed from SEK -6.59 to – SEK -6.37.
The Company currently has several outstanding option programs.
For a description of these programs, please see note 12 in the
annual report for 2021 as well as note 5 in the interim report for
the period January – March 2022. As a result of terminations of
employees during March and April 2022, certain options previously
granted have forfeited after 31 March 2022. As of 31 July 2022,
options entitling to subscription of in the aggregate 1,961,614 new
shares will be outstanding in the previous programs.
In case all warrants issued in relation to Employee Option
Program 2022 as well as all warrants issued in relation to options
in existing incentive programs that will still be outstanding as of
31 July 2022 are exercised for subscription of new shares, a total
of 4,091,435 new shares will be issued, which corresponds to a
dilution of approximately 6.15 per cent of the Company’s share
capital and votes after full dilution, calculated on the number of
shares that will be added upon full exercise of all outstanding and
proposed warrants.
The above calculations regarding dilution and impact on key
ratios are subject to recalculation of the warrants in accordance
with the customary recalculation terms set out in the complete
terms and conditions for the warrants.
The resolutions in accordance with Section A and B above shall
be resolved upon as one resolution. The resolutions are subject to
the provisions in Chapter 16 of the Swedish Companies Act. A valid
resolution requires that the resolution is supported by
shareholders representing at least nine-tenths of the votes cast as
well as of all shares represented at the general meeting.
Information at the meeting
The board of directors and the CEO shall at the meeting, if any
shareholder so requests and the board of directors believes that it
can be done without significant harm to the company, provide
information regarding circumstances that may affect the assessment
of items on the agenda.
Meeting documents
The complete proposal and relating documents according to the
Swedish Companies Act (Sw. aktiebolagslagen (2005:551)) and other
documents for the meeting, will be kept available at the company’s
office at Smedeland 26B, DK-2600 Glostrup, Denmark and at the
company’s website (www.saniona.com) as from no later than three
weeks prior to the meeting, and will also be sent to shareholders
who request it and provide their address. Copies of the documents
will also be available at the meeting.
Number of shares and votes in the
company
The total number of shares and votes in the company amounts to
62,385,677. The company does not hold any own shares.
Processing of personal data
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
____________________
Malmö in July 2022
Saniona AB (publ)
The Board of Directors
For more information, please
contact
Thomas Feldthus, CEO, +45 22109957;
thomas.feldthus@saniona.com
This information was submitted for publication,
through the agency of the contact person set out above, at 17.00
CEST on 15 July, 2022.
About
Saniona
Saniona is a clinical-stage biopharmaceutical company with a
mission to leverage its ion channel targeting expertise to
discover, develop and deliver innovative rare disease treatments.
The company’s most advanced product candidate, Tesomet™, has been
progressed into mid-stage clinical trials for hypothalamic obesity
and Prader-Willi syndrome, serious rare disorders characterized by
severe weight gain, disturbances of metabolic functions and
uncontrollable hunger. Saniona has developed a proprietary ion
channel drug discovery engine anchored by IONBASE™, a database of
more than 130,000 compounds, of which more than 20,000 are
Saniona’s proprietary ion channel modulators. Through its ion
channel expertise, Saniona is advancing two wholly owned ion
channel modulators, SAN711, SAN903. SAN711 has successfully
completed a Phase 1 clinical trial and is positioned for the
treatment of neuropathic pain conditions; SAN903 is in preclinical
development for rare inflammatory, fibrotic, and hematological
disorders. Saniona is based in the Copenhagen area, Denmark, and is
listed on Nasdaq Stockholm Small Cap (OMX: SANION). Read more at
http://www.saniona.com.
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