JRoon71
8 hours ago
Lizzy, I've read that resolution many times. I still don't understand how you come to the conclusion that this cancels the agreement. This actually AFFIRMS the agreement with Cantor.
Where are you reading "cancelled"? Any reference to "cancelled" is in reference to cancellation of the share premium account (a requirement to execute the buyback).
----------------------------------------------------------------------
Company no. 02353920
THE COMPANIES AC? 2006
PUBLIC COMPANY LIMITED BY SHARES
AMARIN CORPORATION PLC
At the annual general meeting ("AGM") of Amarin Corporation plc (the "Company") duly
convened and held at the Dublin offices of Arthur Cox LLP, Ten Earlsfort Terrace, Dublin 2,
D02 T380, Ireland on 18 April 2024, the following resolutions were duly passed, in the case
of resolutions 7 and 9 in the Notice of AGM, as special resolutions and, in the case of
resolution 8 in the Notice of AGM, as an ordinary resolution.
7.
SPECIAL RESOLUTION
That, subject to the confirmation of the High Court of Justice in England and Wales,
the amount standing to the credit of the share premium account of the Company as
at the date of the court hearing be cancelled (the "Reduction of Capital").
ORDINARY RESOLUTION
8. That in accordance with section 694 of the Companies Act 2006, the terms of the
share repurchase agreement dated January 9, 2024 and made between the
Company and Cantor Fitzgerald & Co (the "Repurchase Agreement"), a copy of
which was produced to the meeting and initialled by the Chairman for the purposes
for identification, be and is hereby approved and, subject to the passing of Resolution
7 and receiving the confirmation of the High Court of Justice in England and Wales
to the Reduction of Capital, the Company be and is hereby authorized to make offmarket purchases (as defined in section 693(2) of the Companies Act 2006) of its
ordinary shares of 50 pence each in the capital of the Company ("Ordinary
Shares"), at such times and at such prices and in such numbers and otherwise on
the terms and conditions set out in the Repurchase Agreement and to do all such
things as it may deem necessary to carry the same into effect. The authority
conferred by this resolution shall expire on the fifth anniversary of the date on which
this resolution is passed (except in relation to the purchase of any Ordinary Shares
effected or made before the expiry of such authority which will or may be executed
wholly or partly after such expiry).
SPECIAL RESOLUTION
9. That, with effect from the conclusion of the Annual General Meeting, the amended
and restated articles of association of the Company, produced to the meeting and
signed by the Chairman for the purposes of identification, be adopted as the articles
705421251.1
of association of the Company in substitution for, and to the exclusion of, the existing
articles of association of the Company.
705421251.1
-DocuSigned by:
Jonathan Provoost
6E99DZ6DC49C497.
north40000
10 hours ago
Lizzy241, CaptBeer, the DOJ filed a civil complaint against UnitedHealth yesterday or today, per WSJ and CNBC-TV(this morning). The suit involves billing practices of UNH under Medicare Advantage, and may challenge UNH to justify its failures to cover necessary/desirable medications and hospital care of patients. CVS, UNH, Centene, etc shares are plunging this morning in market.
Remember that suit by Express Scripts and CVS/Caremark against FTC that was filed late last year in St. Louis, W.D. Missouri.
In my opinion, we may now have an ideal opportunity to call upon DOJ and FTC to investigate the palpable fraud that Hikma and DRL colluded to perpetrate in the Nevada District Court. Our Amarin shareholder Petition for Writ of Certiorari filed in the Supreme Court outlined the applicable facts and law justifying an investigation. No Court or Federal agency has acted on those facts and law.
JRoon71
11 hours ago
Lizzy, the Share Premium Account is Additional Paid-In Capital.
Per UK law, companies choosing to do a share buyback must use funds from profits. If they are NOT profitable (as with Amarin), if they have excess paid-in capital (share premium account), they may cancel that account and allocate those "funds" to the share buyback. There are some other hurdles they have to jump, like having excess cash on hand, and go through a review from UK regulators.
I'm not really understanding what you're saying.
lizzy241
1 day ago
jroon, totally different function of share premium buyback. see definition.
A share premium account is a part of a company's equity on the balance sheet. It represents the amount received by a company from shareholders for shares issued at a price higher than their nominal (par) value2. Essentially, it's the extra money paid by investors over the basic value of the shares.
For example, if a company issues shares with a par value of $10 each but sells them for $15, the extra $5 per share goes into the share premium account. This account can be used for various purposes, such as issuing bonus shares, writing off certain expenses, or funding expansion3.
lizzy241
1 day ago
Jroon,
They are actually up to 426,5724K shares authorized. Their filing doesn't indicate how many shares are issued, but presumably, they added 4M to the 411M out already.
So technically if they authorized 4mill shs, the shares that were sold on 1/31/25 would be considered outstanding and the balance of the RSU's would remain restricted until they filed to sell additional shares then the sales are considered outstanding.
JRoon71
1 day ago
If they run out of authorized they can always request additional authorized to be issued.
Lizzy, I think the new shares are newly authorized shares. Because every time they allot new shares, it increase the number of shares authorized. Thus, why they are up to 426M shares, from 422M shares at their last filing a week or so ago, but still show 411M shares as outstanding.
JRoon71
1 day ago
Lizzy, UK Companies House. I track those filings.
And I actually was mistaken, it was not 2M shares, it was 4M shares. The 2M was the GBP valuation (GBP 0.50 par).
They are actually up to 426,5724K shares authorized. Their filing doesn't indicate how many shares are issued, but presumably, they added 4M to the 411M out already.
I realize what the shares are for - RSU issuance. I just found it interesting that they issued that many shares at once. Far more than they normally do at one time.