Notice of Extraordinary General Meeting in Karolinska Development AB (publ)
6.2.2017 22:07 | NASDAQ OMX
STOCKHOLM - 6 February 2017. The shareholders of Karolinska Development AB (publ), reg. no. 556707-5048 ("Karolinska Development" or the "Company") are invited to the Extraordinary General Meeting on Wednesday March 8, 2017 at 17:00 (CET), at Tomtebodavägen 23 A in Solna, Sweden.
Participation and notification of attendance
A shareholder, who wishes to participate in the meeting, must:
(i) be recorded as shareholder (not nominee registered) in the share register held by Euroclear Sweden AB on Thursday, March 2, 2017, and
(ii) notify Karolinska Development of his/her intention to attend the meeting, no later than on Thursday March 2, 2017, by telephone (+46 8 524 860 70), email (email@example.com) or regular mail (Karolinska Development, "EGM", Tomtebodavägen 23 A, SE-17165 Solna, Sweden). The notification should include name, identification/registration number, address, telephone number, number of shares and, if applicable, details on proxies and number of assistants.
Shareholders whose shares are registered in the name of a nominee shareholder must temporarily re-register their shares in their own name in the share register kept by Euroclear Sweden AB to be allowed to participate in the meeting. The re-registration must be completed on Thursday, March 2, 2017 at the latest. Therefore, request for such registration must be made well in advance of such date.
A shareholder attending the meeting by proxy, must issue a written proxy. The proxy is valid during the period set forth in the proxy, however, at most five years from the issuance. If a proxy is issued by a legal entity, a copy of the legal entity's registration certificate or similar document evidencing signatory powers must be enclosed. The original power of attorney and certificate of registration should be submitted to the Company by post at the address mentioned above in due time prior to the meeting. Proxy forms in Swedish and English are available for download on the Company's website, www.karolinskadevelopment.com.
Proposal for agenda
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
Determination of whether the meeting has been duly convened
a) amendments of the Articles of Association (share capital limits and number of shares) and
b) approval of the Board of Directors' resolution on a directed new issue of shares to the convertible holders, with payment by set-off
Closing of the meeting
Proposals to resolutions
a) Proposal on amendments of the Articles of Association (share capital limits and number of shares)
To enable the issue of new shares under item b) below, the limits for the share capital and the number of shares in the Articles of Association must be amended.
The Board of Directors therefore proposes that the general meeting resolves to amend the limits of the share capital from minimum SEK 13,499,743 and maximum SEK 53,998,972 to minimum SEK 25,000,000 and maximum SEK 100,000,000.
The Board of Directors also proposes that the general meeting resolves to amend the limits of the number of shares in the Articles of Association from minimum 26,999,486 and maximum 107,997,944 to minimum 50,000,000 and maximum 200,000,000.
If the general meeting resolves in accordance with the proposal, item 4, first sentence, in the Articles of Association will have the following wording:
The company's share capital shall be not less than SEK 25,000,000 and not more than SEK 100,000,000. The company shall have not less than 50,000,000 shares and not more than 200,000,000 shares.
b) Resolution on approval of the Board of Directors' resolution on a directed new issue of shares to the convertible holders, with payment by set-off (set-off issue)
The Board of Directors proposes that the general meeting resolves upon approval of the Board of Directors' resolution of 6 February 2017 on a directed new issue of B-shares to the holders of the Company's outstanding convertibles 2015/2019 on principally the following terms and conditions.
The right to subscribe for new B-shares shall, with deviation from the shareholders pre-emption rights, belong to the persons recorded as convertible holders, in the register held by Euroclear Sweden AB of the Company's outstanding convertibles 2015/2019 (the "Convertible Holders"). The purpose of the new issue of shares is to reduce the outstanding convertible debt, which would strengthen the Company's equity position compared to its share capital, thereby reducing the Company's overall financial risk profile and ensuring that its current cash resources can be used to invest in new portfolio companies. The reason for the deviation from the shareholders' pre-emption rights is that the new issue of shares by set off is a necessary part of the refinancing of the company.
The number of B-shares that each Convertible Holder shall be entitled to subscribe for shall correspond to the number of B-shares that would be issued by off-setting the Convertible Holder's claim under the Convertibles, including accrued interest until 31 December 2016, for new B-shares in the Company. The Board of Directors is, pursuant to Chapter 13, section 5, first paragraph, item 8 of the Swedish Companies Act, authorized to, before the Extraordinary General Meeting 8 March 2017, resolve the maximum amount by which the share capital shall increase, the maximum number of B-shares to be issued and the subscription price per each new B-share. The Board of Directors will, when resolving on the subscription price per each new B-share, use the following principles. The new B-shares will be issued at a subscription price corresponding to the higher of the volume weighted average share price (VWAP), of the Company's share, 90 trading days ending (i) two trading days prior to announcement of the board's resolution to convene the Extraordinary Shareholder Meeting (SEK 6.17 per share) or (ii) two trading days before the Extraordinary Shareholder Meeting.
Notification of subscription and payment by way of set-off shall be made during the period 20 March 2017 to 31 March 2017 by using an application form provided by the Company. Over-subscription is not allowed. Payment for new B-shares shall be made in connection with subscription through set-off of the Convertible Holder's claims under the convertible, including accrued interest until 31 December 2016. The new B-shares entitle to dividends for the first time on the first record date for dividend that take place after the issue of new B-shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
Majority requirements and conditions
Resolution under item 7 above shall be resolved upon as one decision. Such resolution requires, for its validity, support by a minimum of two-thirds of the votes cast and the shares represented.
Information at the Extraordinary General Meeting
A shareholder is entitled to require that the Board of Directors and the CEO (when possible without causing material damage to the Company) provides information regarding circumstances that may have an effect on the assessment of an item on the agenda.
The Board of Directors' complete proposal pursuant to item 7 a) and the Board of Directors' complete resolution pursuant to item 7 b), as well as other documents according to the Swedish Companies Act will be held available at the Company's office with address Tomtebodavägen 23 A in Solna and on the Company's website, www.karolinskadevelopment.com, not later than three weeks before the meeting, i.e., not later than on Wednesday February 15, 2017. The documents will also be sent, without charge, to shareholders who so request and inform the Company of their postal address. The documents will also be held available at the Extraordinary General Meeting.
As per the date of this notice, there are 53,464,998 shares, representing a total of 66,992,880 votes in the Company, distributed among 1,503,098 shares of series A (with 15,030,980 votes) and 51,961,900 shares of series B (with 51,961,900 votes). As per the date of this notice, the Company holds 244,285 treasury shares of series B.
Solna in February 2017
Karolinska Development AB (publ )
The Board of Directors
For further information, please contact:
Jim Van heusden, CEO, Karolinska Development AB
Phone: +46 72 858 32 09, e-mail: firstname.lastname@example.org
Christian Tange, CFO, Karolinska Development AB
Phone: +46 73 712 14 30, e-mail: email@example.com
TO THE EDITORS
About Karolinska Development AB
Karolinska Development AB is an investment company focused on identifying medical innovation and investing in the creation and growth of companies developing these assets into differentiated products that will make a difference to patients' lives and provide an attractive return on investment.
Karolinska Development has access to world-class medical innovations at the Karolinska Institutet and other leading universities and research institutes in the Nordic region. The Company aims to build companies around scientists who are leaders in their fields, supported by experienced management teams and advisers, and co-funded by specialist international investors, to provide the greatest chance of success.
Karolinska Development has established a portfolio of 10 companies targeting opportunities in innovative treatment for life-threatening or serious debilitating diseases.
The Company is led by a team including investment professionals with strong venture capital backgrounds, experienced company builders and entrepreneurs, with access to a strong global network.
For more information, please visit www.karolinskadevelopment.com
This information is information that Karolinska Development AB (publ) (Nasdaq Stockholm: KDEV) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of Jim Van heusden, at 21.55 (CET) on February 6, 2017.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Karolinska Development AB (publ) via Globenewswire
Följ NASDAQ OMX
Skriv in din e-postadress så får du ett mejl när vi har något nytt att berätta.
Senaste pressmeddelandena från NASDAQ OMX
ZIM Adds MatchBack Systems Analytics Services in Italy21.8.2017 22:00 | Pressmeddelande
Innovative approach to gain efficiencies through fewer empty container moves adds significant value for ZIM's customers GREEN BAY, Wis. and ROTTERDAM, The Netherlands, Aug. 21, 2017 (GLOBE NEWSWIRE) -- MatchBack Systems, Inc. ( www.matchbacksystems.com ), the leading software as a service (SaaS) solution to plan, optimize and automate matchbacks, announced that ZIM Integrated Shipping Ltd. joined the company's customer base on May 1, 2017 to optimize their inland operation in Italy. The account will be serviced through the European office in Rotterdam and corporate headquarters in North America. The system will be deployed for a 2 months pilot after which the parties will evaluate the scope for a broader cooperation. A photo accompanying this announcement is available at http://www.globenewswire.com/NewsRoom/AttachmentNg/1cb9a632-22a4-4ff5-a3d5-d8b3964e5113 Gil Lehmann, Head of Global Land Tra
Promethean Opens New Global Headquarters in Seattle18.8.2017 18:38 | Pressmeddelande
Seattle, Wash., Aug. 18, 2017 (GLOBE NEWSWIRE) -- PrometheanTM, a global education technology company, announced today the opening of its new global headquarters in Seattle, Wash. Promethean's office in Atlanta, Ga. will continue to serve as the hub for the Americas markets, and the Blackburn, U.K. office will continue to carry on as the hub for the EMEA markets and parts of Asia. Promethean is one of the leading brands in the international education technology market with more than 20 years of experience in the K-12 classroom. Its solutions are in more than 50,000 schools and institutions in 154 countries. "As traditional pedagogy continues to move towards immersive learning, it's important for Promethean to lead innovation in education with the latest technology," said Vin Riera, CEO of Promethean. "Seattle is a global technology hub, and establishing Promethean's global headquarters there increases opportunities for new business models, concepts
Hminers Disrupts the Cryptocurrency Market with Powerful, Multi-Algorithm Mining Rigs18.8.2017 11:00 | Pressmeddelande
Hminers continues to hit the headlines in the rapidly expanding global market for cryptocurrency. The Miami-based company has recently introduced three extremely powerful, multi-algorithm mining rigs that have been designed to provide maximum hash rate with minimum power consumption. MIAMI, Aug. 18, 2017 (GLOBE NEWSWIRE) -- In their relentless efforts to deliver state-of-the-art products related to cryptocurrency, Hminers has recently launched three brilliantly designed bitcoin mining rigs. The unique features and capabilities of the company's new H2U Miner, H4U Miner, and Rack Equipped with 5 x H4U have already grabbed the attention of the cryptocurrency enthusiasts and experts around the world. An organization with a rich tradition, Hminers (www.hminers.com) is recognized in the industry as the creator of the first ever 10 nm ASIC Chip in the world. Cryptocurrency mining is the process of generating new cryptocurrency that requires a pot
Nasdaq Welcomes I-AM Capital Acquisition Company (Nasdaq: IAMXU) to The Nasdaq Stock Market17.8.2017 18:50 | Pressmeddelande
NEW YORK, Aug. 17, 2017 (GLOBE NEWSWIRE) -- I-AM Capital Acquisition Company (Nasdaq:IAMXU), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, celebrated its initial public offering (IPO) on The Nasdaq Stock Market. I-AM Capital's founders, Chief Executive Officer F. Jacob Cherian and Chief Financial Officer Suhel Kanuga, have been focused on investing into India over the last decade, with the distinction of completing the first listed-SPAC investment in India. "Through our keen focus and unique accomplishments in India over the last decade, we have seen our investment thesis bear fruit: India's prominence and rise on the world stage, its distinction as being one of the fastest growing major economies of the world, and its strong vibrant consumer demographics. We believe these factors are aligning well now,
Tetraphase Pharmaceuticals Announces Submission and Validation of IV Eravacycline Marketing Authorization Application by European Medicines Agency17.8.2017 14:30 | Pressmeddelande
WATERTOWN, Mass., Aug. 17, 2017 (GLOBE NEWSWIRE) -- Tetraphase Pharmaceuticals, Inc. (NASDAQ:TTPH), a clinical-stage biopharmaceutical company developing novel antibiotics to treat life-threatening multidrug- resistant (MDR) infections, today announced that the Marketing Authorization Application (MAA) for IV eravacycline for the treatment of complicated intra-abdominal infections (cIAI) has been submitted and was validated by the European Medicines Agency (EMA). Eravacycline is a novel, fully-synthetic fluorocycline antibiotic being developed for the treatment of serious infections, including those caused by multidrug-resistant (MDR) pathogens. The MAA filing is based on data from the phase 3 IGNITE1 clinical trial in which eravacycline was well tolerated and demonstrated statistical non-inferiority to ertapenem using the primary endpoint of clinical response at the test-of-cure (TOC) visit. "The MAA filing represents a significant milestone for Tetraphase as it is our
RedHill Biopharma Announces U.S. Commercialization Agreement for FDA-Approved GI Product Esomeprazole Strontium Delayed-Release Capsules17.8.2017 13:00 | Pressmeddelande
RedHill was granted the exclusive rights to promote Esomeprazole Strontium Delayed-Release (DR) Capsules to gastroenterologists in certain U.S. territories Esomeprazole Strontium DR Capsules 49.3 mg is an FDA-approved, proprietary, prescription proton pump inhibitor (PPI), indicated for adults for the treatment of gastroesophageal reflux disease (GERD) and other gastrointestinal (GI) conditions RedHill expects to initiate the U.S. promotion of Esomeprazole Strontium DR Capsules 49.3 mg in the coming weeks Esomeprazole Strontium DR Capsules 49.3 mg will be the third commercial GI product to be promoted by RedHill in the U.S. RedHill's GI-focused sales force currently promotes two GI s
I vårt pressrum kan du läsa de senaste pressmeddelandena, få tillgång till pressmaterial och hitta kontaktinformation.Besök vårt pressrum