The board of Medicover has decided to call an extraordinary general meeting on 9th November 2006
•The board of Medicover has decided to call an extraordinary general meeting on 9th November 2006 to decide on a de-listing as a consequence of that the company does not comply with the listing requirements for the Stockholm Stock Exchange’s regarding diversification of the shareholder base
•Shareholders, representing 93%, supports the board’s proposal
•Celox, including related parties, controls 82% of the shares and votes
The shareholder, Celox S.A., has in a letter to the board expressed that it holds more than 10 percent of the total number of shares in the company and according to the articles of association requested that the board calls for an extraordinary general meeting to decide on the de-listing of Medicover’s Swedish Depository Receipts (SDRs) listed on the Stockholm Stock Exchange (former O-list).
Celox decided on 30 June 2006 to make a public cash offer to the shareholders in Medicover Holding S.A. of SEK 120 per share. Celox is since earlier the largest shareholder in Medicover (35 percent at the time of the offer). The independent part of the board of Medicover recommended the offer following an independent evaluation by Nordea.
Celox presented as reasons for the offer that the new strategic decisions - i) to build and operate a hospital, ii) to offer insured products to private individuals, and iii) to expand the activities to new countries as well as broaden its scope of activities even further – will lead to a more complex business model and make it more difficult to manage and predict short term prospects. As a private company, Medicover can further focus on its challenges and opportunities without being forced to take such restrictions as listed companies may encounter into consideration, such as in connection with capital increase. Celox has thus come to the conclusion that, by further strengthening its ownership, Celox can become more involved in Medicover and facilitate the implementation of long-term value creating measures and that Medicover at this stage is best managed and developed in a private environment and hence should be de-listed.
The offer was closed on 1 September 2006 and Celox has today 10,279,313 shares in the company, representing 72 percent of the capital and votes. Together with related parties, Celox controls 11,719,583 shares representing 82 percent of the capital and votes.
After the announcement of Celox’ offer, further 3 shareholders, representing 1,503,436 shares or 11 percent of capital and votes, confirmed support for Celox strategic and long-term view for the development of Medicover.
Thus a total of 93 percent of the capital and votes in Medicover supports Celox view.
On the 8 September 2006, Medicover had 214 shareholders with shares representing a ”börspost” (200 shares) or more. The number of shareholders with shares valued at least to SEK 10,000 (calculated on SEK 120 per share) was 256. In total there were 431 shareholders in the company.
According to the listing requirements of the Stockholm Stock Exchange as of 1 January 2006, a company listed on the O-list shall have at least 500 shareholders who own shares valued at least to SEK 10,000 per shareholding. Furthermore, the ownership shall be diversified, which means that at least 10 percent of the shares and at least 10 percent of the votes shall be in the public domain. Accordingly, Medicover does not comply with the requirements of the Stockholm Stock Exchange regarding diversification of ownership and shareholder base.
The Stockholm Stock Exchange and the Swedish Securities Council (”Aktiemarknadsnämnden”) have been consulted in this matter.
Proposal for decision at the extraordinary general meeting
The board proposes, as a consequence of that the listing requirements are not complied with by Medicover, that the extraordinary general meeting decides on a resolution to de-list the Swedish Depository Receipts of Medicover listed at the Stockholm Stock Exchange (former O-list).
Should a de-listing of the SDRs occur, all shareholders holding SDRs would receive shares directly registered in the share register of Medicover with the same rights as all other shares in the share register. Although the directly registered shares are not traded at an official market place, there are no restrictions, under Luxemburg law or in the articles of association of Medicover, for shareholders to buy and sell their shares.
Medicover Holding S.A.
The Board of Directors
Fredrik Rågmark, CEO
+32 475 75 1964
Jonas af Jochnick, Chairman
+46 708 69 33 32
Fredrik Stenmo, Director
+32 494 53 88 25