TIDMXCT
RNS Number : 8380N
XCounter AB
08 September 2011
PRESS RELEASE
Stockholm, 8 September 2011
Notice of Extraordinary General Meeting
On 30 August 2011, XCounter AB ("XCounter") announced that it
had received a request from a shareholder holding more than 10% of
the issued share capital of the Company to hold an Extraordinary
General Meeting ("EGM") to consider (i) a reverse share split (ii)
an amendment to the Articles of Association (iii) proposals
regarding delisting from AIM and relisting on NASDAQ OMX (iv) the
number of board members (v) the election of board members and (vi)
the remuneration of board members.
XCounter today announces that the EGM will be held at its
offices at Svardvagen 11, Danderyd, Sweden at 10.00 a.m. (CET) on
17 October 2011 and that in accordance with Swedish law, notice of
the EGM has today been given in the Svenska Dagbladet newspaper and
on the Post-och Inrikes Tidningar website. A copy of the notice and
an English translation of the notice are set out at the Appendix
below.
A circular will be sent to shareholders in due course, giving
further details of the resolutions to be put to the EGM, the
Directors' views on those resolutions and details of how
shareholders may vote on the resolutions.
For further information, please contact:
XCounter AB Tel: +46 (0) 8 622 23 00
Mikael Strindlund, CEO
Nomura Code Securities Tel: +44 (0) 20 7776 1200
Phil Walker
Capital MS&L Tel: +44 (0) 207 307 5330
Anna Davies
Appendix
1.1 NOTICE TO ATTEND EXTRAORDINARY GENERAL MEETING
1.2
(a) The shareholders of XCounter AB (publ) are hereby invited to
attend the extraordinary general meeting of the shareholders on
Monday 17 October 2011, at 10 am (CET), to be held in the company's
offices at Svardvagen 11, Danderyd, Sweden.
Shareholders intending to participate in the meeting must be
recorded in the register of shareholders kept by Euroclear Sweden
AB on Tuesday 11 October 2011. Shareholders whose shares are
registered under the name of a nominee should therefore, well in
advance of 11 October 2011, temporarily register their shares in
their own names to be able to participate in the meeting.
Further, shareholders must notify the company of their intention
to participate in the meeting by no later than Wednesday 12 October
2011 at 4 pm (CET). Notifications can be made by mail to XCounter
AB (publ), Svardvagen 11, 182 33 Danderyd, Sweden or by telephone
on +46 8 622 23 17, by telefax +46 8 622 23 12 or by e-mail to
fredrik.henckel@xcounter.se. When notifying, shareholders should
state their name, address, telephone number, e-mail address,
personal or corporate identity numbers (where applicable) and the
number of shares held.
1.2.2 Items
1. Opening of the meeting
2. Election of a chairman for the meeting
3. Preparation and approval of the voting register
4. Approval of the agenda
5. Determination of whether the meeting was duly convened
6. Election of one or two persons to attest the minutes of the
meeting
7. Determination of the number of board members
8. Election of board members
9. Resolution regarding remuneration of board members
10. a) Resolution regarding share issue to create an even number
of shares
b) Resolution regarding a share consolidation
c) Resolution to adopt new Articles of Association
11. Resolution regarding delisting
12. Election of auditor
13. Closing of the meeting
XR Invest AS, being the owner of shares representing more than
10% of all shares in XCounter AB, has by way of a letter dated 25
August 2011 requested that the Board summons an extraordinary
general meeting to address items 7-11 above.
Determination of the number of board members, election of board
members and remuneration of board members (items 7-9)
XR Invest AS has at the time of this notice not provided any
additional information with respect to its proposals.
Resolutions to carry out a share consolidation etc (item 10)
XR Invest AS proposes that the general meeting of shareholders
resolves
a) to issue twelve (12) shares, with deviation from the
shareholders pre-emption rights, at a subscription price of SEK
0.10 per share. The reason for deviation of the pre-emption rights
and for the subscription price is that the company shall have a
total number of shares which is evenly divisible by 50 and
therefore make a share consolidation possible. The new shares are
to be made available for rounding up of shareholdings without
compensation. The right to subscribe shall belong to Mangold
Fondkommission AB. The shares shall be subscribed for no later than
31 October 2011,
b) that a share consolidation shall be carried out to the effect
that 50 shares are consolidated to form one (1) share. The record
date for the share consolidation shall be 31 October 2011. XR
Invest AS has undertaken to supply, without compensation, shares to
those shareholders in Euroclear Sweden whose holdings are not
evenly divisible by 50 in order to achieve a holding which is
evenly divisible by 50, and
c) to amend -- 5 of the Articles of Association to have the
following wording: "The number of shares of the company shall be
not less than 1,200,000 and not more than 4,800,000." Further, the
second paragraph of -- 8 of the Articles of Association is proposed
to have the following wording: "Notice of general meetings of
shareholders shall be made by announcement in Post- och Inrikes
Tidningar and on the company's website. At the time of notice
information that notice has been given shall be announced in
Svenska Dagbladet".
The meeting shall treat the resolutions according to a) - c)
above as one decision as they are conditioned upon and dependent on
one another. The resolution shall also be conditioned upon the
shareholders' meeting deciding in accordance with XR Invest AS'
proposal regarding delisting as set forth in item 11 below.
A resolution in accordance with the proposal of XR Invest AS is
valid only if supported by shareholders holding at least two thirds
of both the votes cast and the shares represented at the
meeting.
Resolution regarding delisting (item 11)
XR Invest AS proposes that the general meeting of shareholders
authorizes and instructs the board to apply for delisting of the
XCounter shares (which is conducted in the form of so called CREST
Depository Interests) from the AIM market of the London Stock
Exchange. The decision only applies on the condition that the
XCounter shares are approved for listing at the NASDAQ OMX First
North market in Stockholm. Further, the decision shall be
conditioned upon the shareholders' meeting deciding in accordance
with XR Invest AS' proposal regarding (i) a share issue to create
an even number of shares, (ii) share consolidation and (iii)
adoption of new Articles of Association as set forth in items 10 a)
- c) above.
A resolution in accordance with the proposal of XR Invest AS is
valid only if supported by shareholders holding at least three
quarters of the votes cast at the meeting.
Election of auditor (item 12)
Presently the registered accounting firm KPMG is appointed as
the company's auditor, with Magnus Jacobsson as the
auditor-in-charge. The nomination committee now proposes that
Christer Forsberg, KPMG, be elected as an additional auditor.
Miscellaneous
At the time of this notice the total number of shares and votes
of the company amounts to 195,483,488. The company does not own any
shares.
Upon request by any shareholder and where the board of directors
believes that such may take place without significant harm to the
company, the board of directors and the managing director shall
provide information at the general meeting in respect of any
circumstances which may affect the assessment of a matter on the
agenda.
A form of proxy, complete proposals according to items 7-12
above and other documents for the extraordinary general meeting
will be available on the company's website (www.xcounter.se) by 26
September 2011 and will also be sent to shareholders that so
request and state their postal address.
_______________________________________
Stockholm in September 2011
XCounter AB (publ)
The Board of Directors
This information is provided by RNS
The company news service from the London Stock Exchange
END
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