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.
Press release
Lund on 15 March 2016
The shareholders in Enzymatica AB (publ), reg. no
556719-9244 (the "Company") are hereby invited to attend the
extraordinary shareholders' meeting to be held on Thursday 14 April
2016 at 1.00 p.m. at Elite Hotel Ideon, Scheelevägen 27 in
Lund.
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 8 April
2016, and also have given notice on 8 April 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
8 April 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 8 April 2016.
Proposed agenda
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the register of voters
4. Approval of the agenda
5. Election of one or two persons to confirm the minutes
6. Determination as to whether the meeting has been duly
convened
7. Resolution regarding amendment to the articles of
association
8. Approval of the board of directors' resolution on a rights issue
with pre-emptive right for the shareholders
9. Resolution regarding authorisation of the board of directors to
issue shares
10. Closing of the meeting
Resolution proposals
Item 7: Resolution regarding
amendment to the articles of association
The board of directors proposes, in order to
enable the proposed new issues of shares as set-forth in items 8-9
below, and subject to these, that the articles of association are
amended as follows:
|
Current wording |
Proposed wording |
§ 4 |
The share capital shall be no less than SEK 500,000 and no
more than SEK 2,000,000. |
The share capital shall be no less than SEK
1,500,000 and no more than SEK 6,000,000. |
§ 5 |
The number of shares in the Company shall not be lower than
12,500,000 and not higher than 50,000,000. |
The number of shares in the Company shall not be lower than
37,500,000 and not higher than 150,000,000. |
Item 8: Approval of the
board of directors' resolution on a rights issue with pre-emptive
right for the shareholders
The board of directors proposes that the meeting
approves the board of directors' resolution on a rights issue on
the following terms and conditions.
-
The Company's share capital shall be increased
with a maximum amount of SEK 1,100,817.12 on a rights issue of a
maximum of 27,520,428 shares with a quotient value of SEK 0.04 per
share.
-
The Company's shareholders shall have
pre-emptive right to subscribe for new shares in proportion to the
shares previously owned.
-
Each previously owned share confers the right to
one (1) subscription right. Five (5) subscription rights entitles
subscription for three (3) new shares.
-
The subscription price to be paid shall be SEK
2.18 for each new share.
-
If not all shares are subscribed for by exercise
of subscription rights in accordance with the shareholders
preferential rights mentioned above, the board of directors shall
resolve on allotment up to the maximum amount of the share issue.
In such case, priority will be given firstly to those who have also
subscribed for shares by exercise of subscription rights, on the
occasion of oversubscription, pro rata in relation to their
subscription for shares by exercise of subscription rights and, to
the extent not possible, by drawing of lots. Secondly, allotment of
shares subscribed for without subscription rights shall be made to
others who have subscribed for shares without subscription rights,
if full allotment is not possible, pro rata in relation to their
subscription for shares and, to the extent not possible, by drawing
of lots. Thirdly, allotment of shares shall be made to those who
have provided guarantees for the subscription of shares, pro rata
in relation to the guarantee provided.
-
The record date for entitlement to participate
in the rights issue with pre-emptive right shall be 19 April
2016.
-
Subscription for new shares shall be made during
the time period as from 21 April 2016 - 6 May 2016. Subscription by
exercise of subscription rights shall be made by simultaneous cash
payment. Subscription for new shares without subscription rights
shall be made on a separate subscription list. Payment for new
shares subscribed for without subscription rights shall be made in
cash no later than the third bank day from dispatch of the contract
note setting forth the allotment of shares to the subscriber. The
board of directors shall be entitled to extend the period for
subscription and payment.
Item 9: Resolution regarding
authorisation of the board of directors to issue new shares
The board of directors proposes that the meeting
authorises the board of directors until the next annual
shareholders' meeting to, on one or more occasions, resolve to
increase the Company's share capital by issue of no more than
17,500,000 new shares. However, such issues may not cause the share
capital in the Company to exceed the Company's highest allowed
share capital according to the articles of association. The board
of directors may deviate from the shareholders' preferential
rights. The reason for the board of directors' authorisation to
deviate from the shareholders' preferential rights is to enable the
company's possibilities to raise new capital and to take advantage
of future opportunities to attract new long-term owners of
strategic importance to the company, as well as to finance the
Company's growth strategy. The authorization also includes the
right to decide on payment for the issued shares in kind, set-off
or other conditions as referred in Chap. 13 Sec. 5 item 6 of the
Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)). At a
deviation from the shareholders' preferential rights, the issue
rate shall be determined in accordance with market conditions.
Particular majority
requirements
For a valid resolution on the proposals pursuant to items 7 and 9,
the proposals have to be supported by shareholders representing at
least two-thirds of the votes cast as well as shares represented at
the meeting.
Total number of shares and
votes
The total number of shares and votes in the Company amounts as per
the date of this notice to 24,961,438. The company holds no shares.
Following the completion of the Company's acquisition of shares in
Zymetech ehf., the total number of shares and votes is estimated to
increase by 20,905,942 before the date of the meeting.
The shareholders are reminded of their right to
request information from the board of directors and the CEO at the
meeting in accordance with Chap. 7 Sec. 32 of the Swedish Companies
Act (Sw. Aktiebolagslagen (2005:551)).
Meeting documents
The board of directors' complete proposal for a resolution pursuant
to items 7-9 and connected documents pursuant to Chap. 13 Sec. 6 of
the Swedish Companies Act (Sw. Aktiebolagslagen (2005:551)) are
available for the shareholders at the Company's website and at the
Company at its above mentioned address at the latest from 17 March
2016 and will free of charge be sent to the shareholders upon their
request to the Company, provided that such share-holders state
their current address.
Lund in March 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
HUG#1994302
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