Aspiro to carry out a directed share issue
Extra general meeting of stockholders of Aspiro AB (publ) The Board of Directors of Aspiro AB has decided to carry out a new share issue directed at a number of major institutional investors. The decision is conditional upon the approval of an extraordinary general meeting. The new issuing of 8 million shares, will add SEK 24 million to the company before issue costs. The purpose of the directed issue is to strengthen Aspiro's position in future acquisition processes.
The issuing of 8 million shares at an issue price of SEK 3 per share will add SEK 24 million to the company before issue costs. The directed share issue has been subscribed by a number of institutional investors in Sweden, that have found Aspiro's acquisition strategy within the mobile telecom sector interesting. The issue involves a dilution of about 23.2 percent. The issue price is equivalent to a stock-exchange rate, which is less than the average rate during the trading days of February 4-6 2004 with SEK 0.03. The market for mobile entertainment services has experienced a stable growth over the last year, however it is still in its development phase. The business models of the various players and the way in which mobile services are marketed are still in the formative stages. The mobile entertainment industry is very fragmented with many small or medium sized actors. The need of consolidation within the supplier segment is urgent, both in order to constitute a stronger partner to its customer and to achieve cost synergies within the organizations. In the Nordic market, there are 25-30 companies of importance, whereof Aspiro is one. "Aspiro sees a clear opening to take the lead in consolidating the market. The acquisitions which Aspiro has carried through over the last few years is only the beginning of this process," says Johan Lenander, Chairman of the Board of Aspiro. "The directed share issue will provide Aspiro with SEK 24 million, which will be used to increase the speed of our acquisition strategy. Aspiro will, after the completion of the issue, show a securing financial strength supported by strong institutional investors, which is essential in order to lead the consolidation process within this industry." Because of Aspiro’s increased focus on acquisitions, Johan Lenander will work with these projects on a full time basis. An extraordinary general meeting of shareholders is planned to take place on March 11, 2004. The notice to the meeting is enclosed in this press release. The extraordinary general meeting is called to approve a change in the Articles of Association to increase the share capital in order to carry through the share issue. The meeting is also called to approve a new member of the board. Extraordinary General Meeting of Shareholders in Aspiro AB (publ) The Shareholders of Aspiro AB (publ), 556519-9998, are hereby invited to attend the Extraordinary General Meeting of Shareholders (“the Meeting”) to be held according to the following. Date: March 11, 2004 Time: 10.00 am Venue: Aspiro’s head office, Gråbrödersgatan 2, Malmö A. NOTICE OF ATTENDANCE Shareholders who wish to attend the Meeting must be recorded in the printout of the share register maintained by the Swedish Securities Register Centre (“VPC”) made as of Monday 1 March 2004. Shareholders must also notify the Company of their intent to attend the Meeting at address: Aspiro AB, “Extraordinary General Meeting of Shareholders”, Gråbrödersgatan 2, 211 21 Malmö, Sweden, or by fax +46 40 57 97 71, or by e-mail: email@example.com, not later than 4 p.m. on Friday 5 March 2004. When giving notice of attendance, the shareholder shall state name, personal registration number (corporate identity number), address and telephone number. Proxy and representative of a juridical person shall submit documents of authorization before the Meeting. In order to participate in the proceedings of the Meeting, shareholders with nominee-registered shares should request their bank or broker to have the shares temporarily owner-registered with VPC prior to Monday 1 March 2004. Such shareholder should notify the banker or broker in due time before said date. B. AGENDA OF THE MEETING Proposal for Agenda 1. Opening of the Meeting. 2. Election of Chairman of the Meeting. 3. Preparation and approval of the voting list. 4. Approval of the agenda. 5. Election of two persons to attest the minutes. 6. Determination of compliance with the rules of convocation. 7. Presentation of copies of the most recent annual report and auditor’s report and the Board of Director’s reports in accordance with the Swedish Companies Act, Chapter 4, Section 4 and the auditor’s statement on the reports. 8. Approval of the change in the Articles of Association (raise of share capital). 9. Approval of the resolution of the Board of Directors regarding a new share issue. 10. Election of a new member of the Board of Directors. 11. Closing of the Meeting. Proposal of a change in the Articles of Association (raise of share capital) (item 8 on the agenda) The Board suggests to the extraordinary general meeting to change the wording of § 4 of the Articles of Association meaning that the share capital shall be not less than SEK 40 million and not more than SEK 160 million (present it is not less than SEK 20 million and not more than SEK 80 million). Proposal for authorization for the Board to decide upon new issue of shares with (item 9 on the agenda) On February 6, 2004, the Board of Directors of Aspiro AB has decided to carry out a new share issue, of 8 million shares, directed at a number of major institutional investors. The new issue involves a dilution of about 23.2 percent. The issue price is SEK 3.00 per share, which is equivalent to a stock-exchange rate, which is less than the average rate during the trading days of February 4-6 2004 with 3 percent. The Board proposes the extra general meeting to approve the decision of the Board. Proposal for a resolution regarding new election of a member of the Board of Directors (item 10 on the agenda) Göran Strandberg has informed that he wishes to resign from the Board of Directors. The Nominations Committee therefore proposes that Marie Persson Björkman is to be elected as new member of the Board of Aspiro. Marie Persson Björkman, 43 years old, is today employed by Vodafone Sweden as director of BA Service Provision. She is a member of the commercial management team and responsible for the commercial launch of 3G. Mrs Björkman has previously held several positions within the WM-data Group, e.g. CEO of WM-data Life Science. She has also been working as Technical Attaché covering the IT- and telecom sectors and entrepreneurship in Silicon Valley, USA. Today, mrs Björkman is member of the Board in The Interactive Institute and in Ongame, and is also holding commissions of trust in IVA and earlier also in the IT-commission, an advisory institution appointed by the Swedish government. Marie Persson Björkman does not own any shares in Aspiro. C. AVAILABLE DOCUMENTATION The complete proposals from the Board of Directors will, together with documents pursuant to the Swedish Companies Act, be available as of 26 February 2004 at the Company’s head office and on the web site of Aspiro for shareholders wishing to examine these and will be sent to shareholders having given notice of attendance at the Meeting. Malmö in February 2004 - The Board of Directors