NOTICE OF THE EXTRAORDINARY GENERAL MEETING IN LIDDS AB (publ)
Kurs & Likviditet
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
The shareholders in LIDDS AB (publ) (reg. no. 556580-2856) (the “Company” or “LIDDS”) are hereby convened to the Extraordinary General Meeting in the Company’s premises at Uppsala Business Park with visiting address Rapsgatan 7, Uppsala, on Monday 9 January 2023 at 15.00 (CET).
Right to participate and registration
Right to participate at the Extraordinary General Meeting is held by those shareholders who are registered in the share register held by Euroclear Sweden AB on Thursday 29 December 2022 and who have given notice to the Company no later than Monday 2 January 2023 in writing to LIDDS AB (publ), Virdings Allé 32B, 754 50 Uppsala or by email to info@liddspharma.com.
The notification should state full name, personal code number or corporate ID number, shareholding, address, daytime telephone number and also details of deputy when applicable. When applicable, power of attorney, registration certificates and other authorisation documents should be appended to the notification.
Nominee-registered shares
For right to participate in the meeting, shareholders who have their shares registered in the name of a nominee must temporarily reregister the shares in their own name. Shareholders who would like such reregistration, so-called voting rights registration, must request this in good time at their administrator before Monday 2 January 2023, when the re-registration must be completed.
Proxy
Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. Power of attorney must be provided no later than at the meeting, but preferably through prior submission of a copy. If the power of attorney is issued by a legal entity, attested copies of the certificate of registration (or equivalent document for foriegn legal entity), must be appended to the power of attorney. The power of attorney's period of validity must be a maximum of five years if specifically indicated. If no period of validity is indicated, the power of attorney applies for a maximum of one year. The Company provides a proxy form on the Company's website www.liddspharma.com and a proxy form is also sent to those shareholders who request one and provide their address.
Number of shares and votes
As per the date of this notice, there are a total of 34,739,791 shares and votes in the Company. The Company holds no own shares.
Proposed agenda
- Opening of the Meeting and election of Chairman of the Meeting.
- Preparation and approval of the voting list.
- Election of one or two persons to verify the minutes.
- Determination of whether the Meeting has been duly convened.
- Approval of the agenda.
- Approval of the resolution by the Board of Directors to issue new shares with preferential rights for the shareholders.
- Authorisation for the Board of Directors to resolve on a new issue of shares in case of oversubscription (over-allotment option)
- Authorisation for the Board of Directors to resolve on a new issue of shares for compensation to guarantors
- Closing of the Meeting.
Item 1: Opening of the Meeting and election of Chairman of the Meeting.
The Board of Directors proposes that Jan Törnell is appointed as Chairman of the Extraordinary General Meeting.
Item 6: Approval of the resolution by the Board of Directors to issue new shares with preferential rights for the shareholders.
The Board of Directors proposes that the Extraordinary General Meeting resolves to approve the Board of Directors’ resolution of 16 December 2022, to increase the Company’s share capital by a maximum amount of SEK 1,841,208.92 through the issue of a maximum number of 34,739,791 shares, each with a quota value of SEK 0.053.
The following terms and conditions shall apply to the issue of shares.
- The shareholders of the Company shall have preferential rights to subscribe for the new shares in relation the number of shares previously held, whereby one existing share entitle to subscribe for one new share. For each share held on the record date, the shareholder receives one subscription right, whereby one subscription right entitle to subscribe for one new share.
- In case not all shares have been subscribed for, the Board of Directors shall decide that allotment of shares subscribed for without subscription rights shall take place up to the maximum amount of the issue, whereby the Board of Directors primarily will allot shares to those who also subscribed for shares based on subscription rights, and in the event of over subscription, pro rata to their subscription based on subscription rights. Secondly, the Board of Directors will allot shares to those who subscribed for shares without subscription rights, and if full allotment cannot be made, pro rata to their subscription. To the extent not possible, allotment shall be made through drawing of lots, and finally, subject to such allocation being required in order for the issue to be fully subscribed, to the guarantors of the issue.
- The record date for determining which shareholders shall be entitled to subscribe for new shares on a preferential basis shall be 18 January 2023.
- The subscription price is SEK 1.40 per share which in the case of full subscription provides issuing proceeds of up to approximately MSEK 48.6.
- Subscription for new shares based on subscription rights shall be made through payment in cash during the period from 23 January 2023 until, and including 6 February 2023. The Board of Directors shall be entitled to extend the subscription period.
- Subscription without subscription rights shall be made through notice on special application form during the period from 23 January 2023 until, and including 6 February 2023. The Board of Directors shall be entitled to extend the subscription period. Payment for the new shares shall be made at the latest three business days following the date of the dispatch of a contract note to the subscriber, specifying allocation of shares, or such later date as the Board of Directors may decide.
- The share premium shall be transferred to the unrestricted premium reserve.
- The new shares shall entitle to dividends as from the first record date for dividends following registration of the new share issue with the Swedish Companies Registration Office.
- Trading with subscription rights is expected to take place during the period from 23 January 2023 until, and including 1 February 2023. Trading in BTA (Paid Subscribed Shares) is expected to take place from 23 January 2023 until, and including 17 February 2023.
It was noted that the documents in accordance with Chapter 13, sections 6 of the Swedish Companies Act were duly presented.
Anders Månsson shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.
Item 7: Authorisation for the Board of Directors to resolve on a new issue of shares in case of oversubscription (over-allotment option)
The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors to, in addition to the authorisations resolved by the Annual General Meeting on 1 June 2022 and registered by the Swedish Companies Registration Office on 15 June 2022, on one occasion, not later than 28 February 2023, decide on a new issue of shares in the event of oversubscription in the rights issue decided by the Board of Directors according to item 6 (the "Rights issue"). The Company's share capital can be increased by a maximum of SEK 567,857.105 through a new issue of not more than 10,714,285 shares. The new shares shall be subscribed for with deviation from the shareholders' preferential rights and/or with a provision for cash payment, payment in-kind, by way of set-off or with other conditions in accordance with the Swedish Companies Act. The purpose of the authorisation and the reason for the deviation from the shareholders' preferential rights is the possibility of bringing additional capital to the Company (so-called over-allotment option).
The Board of Directors proposes that Anders Månsson shall be authorized to make such minor adjustments in the General Meeting's resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office and with Euroclear Sweden AB.
The resolution on authorisation in accordance with this proposal is conditional upon the General Meeting resolving to approve the Rights Issue.
A valid resolution by the General Meeting according to the above proposal is conditional upon that the resolution is supported by shareholders who represent at least two-thirds of both the votes cast and the shares represented at the Meeting.
Item 8: Authorisation for the Board of Directors to resolve on a new issue of shares for compensation to guarantors
The Board of Directors proposes that the General Meeting resolves to authorise the Board of Directors to, in addition to the authorisations resolved by the Annual General Meeting on 1 June 2022 and registered by the Swedish Companies Registration Office on 15 June 2022, on one occasion, no later than February 28, 2023, resolve on a new issue of shares to guarantors in the Rights issue resolved by the Board of Directrs according to item 6. The Company's share capital shall be increased by a maximum of SEK 189,891.421 through a new issue of a not more than 3,582,857 shares. The new issue according to this authorisation shall be executed at a subscription price of SEK 1.40 per share, which corresponds to the subscription price in the Rights Issue. The new shares shall be subscribed for with deviation from the shareholders' preferential rights and/or with a provision for cash payment, payment in-kind, by way of set-off or with other conditions in accordance with the Swedish Companies Act. The purpose of the authorisation and the reason for the deviation from the shareholders' preferential rights is to pay compensation to such guarantors in the Rights Issue who have chosen to receive the guarantee compensation in the form of newly issued shares.
The Board of Directors proposes that Anders Månsson shall be authorised to make such minor adjustments in the General Meeting's resolution that may prove necessary in connection with registration with the Swedish Companies Registration Office and with Euroclear Sweden AB.
The resolution on authorisation in accordance with this proposal is conditional upon the General Meeting’s resolution to approve the Rights Issue.
A valid resolution by the General Meeting according to the above proposal is conditional upon that the resolution is supported by shareholders who represent at least two-thirds of both the votes cast and the shares represented at the Meeting.
Information at the Extraordinary General Meeting
The Board of Directors and the Chief Executive Officer shall at the request by a shareholder and provided that it can be done without material damage to the Company, at the Extraordinary General Meeting disclose information regarding circumstances that may affect the assessment of an item on the agenda for the Extraordinary General Meeting. Shareholders wishing to submit questions in advance may send them to LIDDS AB (publ), Attn. Jenni Björnulfson, Virdings Allé 32B, 754 50 Uppsala or by e-mail to info@liddspharma.com.
Documents and complete proposals
The annual report, auditor statement as well as other documents according to the Swedish Companies Act will be available at Virdings Allé 32B, Uppsala and on the Company's website www.liddspharma.com at least two weeks in advance of the meeting, i.e. no later than Monday 26 December 2022, and copies of the documents will be sent to those shareholders who request them and provide their postal address. Copies will also be available at the Extraordinary General Meeting.
Processing of personal data
For information on how your personal data is processed, see the integrity policy that is available at Euroclear’s webpage, https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Uppsala December 2022
LIDDS AB (publ)
The Board of Directors