Notice of extraordinary general meeting in Nordic Mines AB (PUBL)
The shareholders of Nordic Mines AB (publ), org.nr 556679-1215 (the "Company") are invited to the extraordinary general meeting on Tuesday 18 April 2017 at 14:00 (CET), at Visma Services AB, Lindhagensgatan 94 in Stockholm.
Notification of attendance etc.
A shareholder, who wishes to participate at the general meeting, must:
-
be recorded as shareholder in the share register held by Euroclear Sweden AB on Monday 10 April 2017, and
-
notify the Company of his/her intention to attend the meeting, no later than Monday 10 April 2017, to address Nordic Mines AB (publ), c/o Advokatfirman Lindahl KB, Att. Sarah Rehnström, Box 1065, 101 39 Stockholm, Sweden, by telephone +46 8 527 70 882, or by email to bolagsstamma@lindahl.se.
The notification shall include the shareholder`s full name, personal identification number or company registration number (or similar), address, daytime phone number, shareholding, and where applicable, details of assistants (maximum two), deputy or representative.
Nominee-registered shares
In order to be entitled to participate at the general meeting, shareholders whose shares are registered in the name of a nominee must re-register the shares in their own name in the share register kept by Euroclear Sweden AB. Such re-registration must be carried out on Monday 10 April 2017. This means that such shareholder should request re-registration with the nominee well in advance of this date.
Proxy
Shareholders who are represented by proxy shall issue a dated power of attorney for such representative. If the power of attorney is issued by a legal person, a certified copy of the certificate of registration or equivalent for the legal person must be enclosed with the power of attorney. The power of attorney`s validity may not be more than five years from the issuance of the power of attorney. The original copy of the power of attorney together with any certificate of registration should be sent to the Company at the above stated address in ample time before the general meeting. The Company provides a form of power of attorney on request and this form of power of attorney is also available at the Company`s website, www.nordicmines.com.
Proposed Agenda
1. Opening of the general meeting and election of chairman
2. Preparation and approval of voting list
3. Election of one or two persons to verify the minutes
4. Decision of whether the general meeting has been duly convened
5. Approval of the agenda
6. Resolutions to:
a. amend the articles of association; and
b. decrease the Company`s share capital
7. Resolution to approve the board of directors` resolution to issue shares and warrants (Units) with preferential rights for existing shareholders
8. Resolution to approve the board of directors` resolution to issue shares and warrants (Units) with deviation from the existing shareholders` preferential rights
9. Resolution to increase the Company`s share capital through a bonus issue
10. Resolution to decrease the Company`s share capital
11. Resolution on the number of board members
12. Resolution on fees to the board members
13. Election of board member
14. Closing of the general meeting
Proposals for resolutions
Item 6 - Resolution to
a) amend the articles of association
To enable the decrease of the Company`s share capital under item 6 b) and the share issues under items 7 and 8, the board of directors proposes that the general meeting resolves on the following amendments to the articles of association of the Company:
The provision in § 4 regarding the limits of the share capital of the Company is amended so that the share capital shall be no less than SEK 100,000,000 and no more than SEK 400,000,000.
The provision in § 5 regarding the limits of the number of shares of the Company is amended so that the number of shares shall be no less than 400,000,000 and no more than 1,600,000,000.
b) decrease the Company`s share capital
The board of directors proposes that the general meeting resolves on a reduction of the company`s share capital by maximum SEK 96,961,993.74. The reduction shall be effected without cancellation of shares. The reduction amount shall be allocated as non-restricted equity. The reduction is made in order to reduce the quota value of the shares to facilitate the issues of shares to be resolved in accordance with items 7 and 8. Following the reduction, the Company`s share capital will amount to SEK 152,745,144.12 divided between 565,722,756 shares in total (prior to the new issues of shares), each share having a quota value of SEK 0.27.
The reduction is subject to the amendment to the articles of association in accordance with item 6 a) above.
The managing director, or any other person appointed by the board of directors, shall be entitled to make such minor amendments that are necessary to register the resolution with the Swedish Companies Registration Office (Sw. Bolagsverket) and Euroclear Sweden AB.
The general meetings` resolution under item 6 a)-b) above shall be resolved upon as one decision. Such resolution requires, for its validity, that a minimum of two-thirds of the votes cast and the shares represented support the resolution.
Item 7 - Resolution to approve the board of directors` resolution to issue shares and warrants (Units) with preferential rights for existing shareholders
The board of directors proposes that the general meeting resolves to approve the board of directors` resolution as of 15 March 2017 to increase the Company`s share capital with not more than SEK 50,915,048.04 by an issue of not more than 188,574,252 new shares.
Further, the board of directors proposes that the general meeting resolves to approve the board of directors` resolution as of 15 March 2017, to issue not more than 188,574,252 warrants, entitling to subscription of not more than 188,574,252 shares in the Company, whereby the Company`s share capital may, upon exercise of the warrants, increase with not more than SEK 50,915,048.04.
The issues shall be considered as one resolution and be conducted through issuance of so called Units (the "Rights Issue"). The Rights Issue shall be conducted on the terms set out below.
The right to subscribe for Units in the Rights Issue shall with preferential rights be granted to those who on the record date for the Rights Issue are registered as shareholders of the Company. Each shareholder is entitled to preferential right to subscribe for Units in proportion to their existing holdings.
One (1) existing share entitles the holder to one (1) Unit right. Three (3) Unit rights entitle the holder to subscribe for one (1) Unit, consisting of one (1) new share and one (1) warrant. One (1) warrant entitles to subscription of one (1) share in the Company. The subscription price per Unit is SEK 0.27. The warrants are issued without consideration.
In the event that all Units are not subscribed for with preferential rights, the board of directors shall, within the maximum limit of the Rights Issue, resolve on the allocation of Units not subscribed with preferential rights. Such allocation shall firstly be made to investors who have subscribed for Units with Unit rights, irrespectively if they were shareholders at the record date or not, and, in the event of oversubscription, in proportion to the number of Unit rights each investor have used for subscription of Units, and to the extent this is not possible, by drawing of lots. Allocation should secondly be made to others who have subscribed for Units without Unit rights and, in case of oversubscription, in proportion to the amount subscribed, and if this cannot be made, through drawing of lots.
The record date for determining the right to receive Unit rights shall be Thursday 27 April 2017.
Subscription with preferential rights shall be made by way of cash payment during the period from 2 May 2017 up to and including 16 May 2017. The board of directors shall be entitled to prolong the subscription period as well as the time of payment.
Application for subscription of Units not based on Unit rights shall be made on a separate subscription list during the period stated above. Payment for subscription without preferential rights shall be made through payment in cash no later than three (3) bank days after the contract notes evidencing the allocation of Units have been sent out. The board of directors shall be entitled to prolong the subscription period as well as the time of payment. It is noted that the board of directors has the right to approve payment by way of set-off in accordance with Chapter 13, Section 41 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
The new shares entitle to dividends for the first time on the first record date for dividend that take place after the Rights Issue has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB. The new shares issued after subscription with warrants entitle to dividends for the first time on the first record date for dividend that take place after the new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
One (1) warrant entitles the holder to subscribe for one (1) new share in the Company and the subscription price shall be the lower of SEK 0.27 and the share`s quota value at the time of exercise.
Subscription of shares in the Company with warrants may take place during the period from and including 2 April 2018 up to and including 30 April 2018.
The managing director, or any other person appointed by the board of directors, shall be entitled to make such minor amendments that are necessary to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Lau Su Holding AB and Lao Tzu Investments AB have informed the Company of their intention to receive repayment of existing shareholder and short term loans of USD 1,200,000 and USD 250,000 respectively, including accrued interest until 16 May 2017, by subscribing for shares in the Rights Issue. This corresponds to 22.0 per cent and 4.7 per cent respectively, of the Rights Issue, if fully subscribed. The existing shareholder and short term loans of USD 1,450,000 in total, including accrued interest, accumulate to 26.7 per cent, of the Rights Issue, if fully subscribed.
The Rights Issue is subject to the amendment to the articles of association and decrease of the Company`s share capital in accordance with item 6 a)-b) above.
Item 8 - Resolution to approve the board of directors` resolution to issue shares and warrants (Units) with deviation from the existing shareholders` preferential rights
If Lao Tzu Investments AB is not allocated at least 8,882,403 Units in the Rights Issue, the board of directors proposes that the general meeting resolves to approve the board of directors` resolution as of 15 March 2017 to increase the Company`s share capital with not more than SEK 2,398,248.81 by an issue of not more than 8,882,403 shares. Further, the board of directors proposes that the general meeting resolves to approve the board of directors` resolution as of 15 March 2017, to issue not more than 8,882,403 warrants, entitling to subscription of not more than 8,882,403 shares in the Company, whereby the Company`s share capital may, upon exercise of the warrants, increase with not more than SEK 2,398,248.81. The new issue shall be considered as one resolution and be conducted through issuance of so called Units on the following terms.
One (1) Unit consists of one (1) new share and one (1) warrant. One (1) warrant entitles to subscription of one (1) share in the Company. The subscription price shall be SEK 0.27 per Unit, which corresponds to the subscription price in the Rights Issue and equals the market price as estimated by the board of directors.
The right to subscribe for Units shall, with deviation from the existing shareholders` preferential rights, belong to Lao Tzu Investments AB, to enable Lao Tzu Investments AB to set-off short-term loans that Lao Tzu Investments AB has granted the Company. Vinod Sethi, the chairman of the Company, and Salim Govani, board member of the Company, are also board members of Lao Tzu Investments AB. Kari Langenoja, board member of the Company, is the chairman of Lao Tzu Investments AB.
Subscription shall be made on a subscription list on 19 May 2017 at the latest. Payment for the Units shall be made on 19 May 2017, at the latest, through payment in cash. The board of directors shall be entitled to prolong the subscription period as well as the time of payment. It is noted that the board of directors has the right to approve payment by way of set-off in accordance with Chapter 13, Section 41 of the Swedish Companies Act.
The board of directors shall resolve on the allocation of the Units subscribed for under this item. The board of directors may allocate up to 8,882,403 Units under this issue, with the deduction for the number of Units allocated to Lao Tzu Investments AB in the Rights Issue under item 7.
The new shares entitle to dividends for the first time on the first record date for dividend that take place after the new issue has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB. The new shares issued after subscription with warrants entitle to dividends for the first time on the first record date for dividend that take place after the new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
One (1) warrant entitles the holder to subscribe for one (1) new share in the Company and the subscription price shall be the lower of SEK 0.27 and the share`s quota value at the time of exercise.
Subscription of shares in the Company with warrants may take place during the period from and including 2 April 2018 up to and including 30 April 2018.
The new issue is subject to the amendment to the articles of association and decrease of the Company`s share capital in accordance with item 6 a)-b) above. The resolution under item 8 requires, for its validity, that a minimum of nine-tenths of the votes cast and the shares represented support the resolution.
Item 9 - Resolution to increase the Company`s share capital through a bonus issue
To facilitate the registration of the board of directors` proposal on the share capital reduction pursuant to item 6 b), the board of directors proposes that the general meeting resolves a bonus issue, without the issuance of shares, to increase the share capital by no more than SEK 83,343,720.78 by way of transfer from the Company`s non-restricted equity. The board of directors shall be authorised to execute the transfer.
Item 10 - Resolution to decrease the Company`s share capital
The board of directors proposes that the general meeting resolves to decrease the Company`s share capital by maximum SEK 83,343,720.78. The reduction shall be effected without cancellation of shares and the reduction amount shall be allocated as non-restricted equity. The reduction is made in order to facilitate subscription for new shares in the Company by the use of the warrants that are proposed to be issued under items 7 and 8. Apart from the reduction of share capital, the Company`s restricted equity will not be affected. The reduction in share capital to be allocated as non-restricted equity requires authorisation from either the Swedish Companies Registration Office or a court of general jurisdiction.
The reduction is subject to the amendment to the articles of association in accordance with item 6 a) above.
The managing director, or any other person appointed by the board of directors, shall be entitled to make such minor amendments that are necessary to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Item 11 - Resolution on the number of board members
Lau Su Holding AB, the majority shareholder of the Company, has proposed that the number of members of the board of directors remains in accordance with the resolution by the annual general meeting on 30 June 2016, which is eight.
Item 12 - Resolution on fees to the board members
Lau Su Holding AB, the majority shareholder of the Company, has proposed that the fees to the board of directors remain in accordance with the resolutions by the annual general meeting on 30 June 2016, meaning remuneration for the board of directors amounting to SEK 200,000 for independent directors per person and year and that dependent directors do not receive any remuneration.
Item 13 - Election of board members
Lau Su Holding AB, the majority shareholder of the Company, has proposed that Fredrik Zettergren is elected board member, for the time until the end of the next annual general meeting. Fredrik Zettergren is dependent in relation to the Company`s majority shareholder Lau Su Holding AB and hence, shall in accordance with item 13 not receive any board remuneration. It is noted that the other board members (Vinod Sethi, Hans Andréasson, Torsten Börjemalm, Salim Govani, Kari Langenoja, Saradhi Rajan and Krister Söderholm) are to remain as board members until the end of the next annual general meeting.
Fredrik Zettergren
Fredrik Zettergren is a Swedish citizen born 1969. Fredrik Zettergren is partner at the law firm Zettergren & Lagercrantz Advokatfirma. Fredrik Zettergren was previously partner and the chairman of the board of directors of Advokatfirman Fylgia. He has a Master of laws, LLM in Law and economics from Stockholm University and is a member of the Swedish Bar Association.
Fredrik Zettergren is independent in relation to the Company and its executive management and dependent in relation to major shareholders in the Company.
Information at the general meeting
Shareholders have the possibility to request information on circumstances which may affect the assessment of a matter on the agenda. Such information shall be provided by the board of directors or the managing director at the general meeting provided that such information may be given without any significant harm to the Company.
Number of shares and votes in the Company
At the date of this notice, the total number of shares and votes in the Company amounts to 565,722,756. The Company itself holds no shares in the Company.
Available documents
Complete proposals for resolutions and other documentation under the Swedish Companies Act will be available at Advokatfirman Lindahl`s office with address Mäster Samuelsgatan 20, Stockholm, Sweden no later than 28 March 2017 and at the Company`s website www.nordicmines.com. The documentation will, upon request, be sent free of charge to shareholders who have provided their postal address. The documents will also be available at the general meeting.
Stockholm in March 2017
Nordic Mines AB (publ)
The board of directors
For additional information, please contact:
Rune Nordström, Head of Corporate Communications and Investor Relations:
rune.nordstrom@nordicmines.com, +46 70 602 65 20
For more information about Nordic Mines, please visit www.nordicmines.com.
Nordic Mines AB (publ) is obliged to make this information public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 09:30 am CET on 15 March 2017.
Notice to EGM - Nordic Mines - 2017-03-15 - ENG
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: Nordic Mines AB via GlobeNewswire
HUG#2087827