Communique from the extraordinary general meeting in Oncology Venture Sweden AB (publ)
Attn: This communique from the extraordinary general meeting is an English translation of the Swedish communique, which prevail. The English translation is for convenience only.
Today, January 4th 2018, Oncology Venture Sweden AB (publ) held an extraordinary general meeting (EGM). A summary of the resolutions follows below. The resolutions was passed with the required majority.
Decision regarding adoption of new Articles of Association
The shareholder’s meeting resolved to amend the articles of association in accordance with below:
|Previous wording||Decided wording|
|§ 4 Share capitalThe share capital shall be not less than SEK 502,063.24 and not more than SEK 2,008,252.96.||§ 4 Share capitalThe share capital shall be not less than SEK1,536,780.98 and not more than SEK 6,147,123.92.|
|§ 5 Number of sharesThe number of shares shall be not less than 3,586,166 and no more than 14,344,664.||§ 5 Number of sharesThe number of shares shall be not less than 10 977 007 and no more than 43 908 028.|
Resolution regarding approval of the board’s decision to issue new shares, with pre-emption rights for existing shareholders
The shareholder’s meeting resolved to approve the Board’s decision that via a preferential rights issue of shares increase the share capital of the Company by a maximum of SEK 384,320.02 via the issuance of a maximum of 2,745,143 new shares, each with a par value of SEK 0.14 at a subscription price of SEK 16.30 per share. The total issue amounts to a maximum of SEK
For the issuance, the following conditions shall apply:
1. The issue shall be with preferential rights for the shareholders in the company. Each existing will receive one (1) subscription right. Four (4) such subscription rights entitle the shareholder to subscribe for one (1) new share.
2. The record date at Euroclear Sweden AB share register for determining which shareholders that are entitled, with preferential rights, to participate in the issue shall be the 9th of January 2018. Others can also subscribe to the issue.
3. For each subscribed share shall be paid SEK 16.30 in cash.
4. Subscription of shares shall be made during the period from the 11th of January 2018 to the 25th of January 2018. Subscription with preferential rights shall be made by simultaneous cash payment. Subscription made without subscription rights shall be made on a separate subscription list and payment must be made no later than the fourth business day after the notice of allocation has been sent to the subscriber. The Board shall be entitled to extend the time of subscription and payment.
5. In the event that not all shares are subscribed for with preferential rights according to the above, the Board shall, within the maximum amount of the issue, decide on allocation of shares to others who has subscribed for shares without subscription rights and to decide how the division between the subscribers thereto shall be made.
Firstly, allotment of new shares subscribed without subscription rights shall be made to those that have also subscribed for new shares with subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event that full allotment to these can not be made, allotment shall be made pro rata in proportion to the number of subscription rights used for subscription of new shares and, to the extent this is not possible, by drawing of lots.
Secondly, allotment of new shares subscribed for without subscription rights shall be made to others who have subscribed without subscription rights, and in the event that full allotment to these cannot be made, allotment shall be made pro rata in proportion to the number of new shares each one signed and, to the extent this is not possible, by drawing of lots.
Thirdly, allotment of new shares subscribed for without subscription rights shall be made to the underwriters in relation to the size of each underwriter’s commitment and, to the extent this is not possible, by drawing of lots.
6. Holders of warrants of series 2015/2018, which the warrant program includes 170,000 outstanding warrants, and series 2015/2018, which the warrant program includes 125 000 outstanding warrants where two thirds are entitled to subscription, and series 2017/2019 shall be entitled to participate in the preferential rights issue of shares through such share which was added through subscription, such subscription shall be completed no later than 11th of December 2017. To the extent that subscription was not effected at such time that right to participate in the preferential rights issue of shares arises, a conversion will take place under the terms of the warrants.
7. The new shares shall entitle to dividend for the first time on the record date for dividends occurring after the new shares have been registered at the Swedish Companies Registration Office.
8. The decision requires amendments to the Articles of Association.
9. The Board, or other by the Board appointed, is authorized to decide on minor corrections required for registration with the Swedish Companies Registration Office and Euroclear Sweden AB.
Malmö, January 2018
Oncology Venture Sweden AB (publ)
For further information, please contact
|Ulla Hald Buhl, COO and Chief IR & Communications
Mobile: +45 2170 1049
|Or||Peter Buhl Jensen, CEO
Mobile: +45 21 60 89 22
About Oncology Venture Sweden AB
Oncology Venture Sweden AB is engaged in the research and development of anti-cancer drugs via its wholly owned Danish subsidiary Oncology Venture ApS. Oncology Venture has a license to use Drug Response Prediction – DRP® – in order to significantly increase the probability of success in clinical trials. DRP® has proven its ability to provide a statistically significant prediction of clinical outcomes from drug treatment in cancer patients in 29 of the 37 clinical studies that were examined. The Company uses a model that alters the odds in comparison with traditional pharmaceutical development. Instead of treating all patients with a particular type of cancer, patients’ tumors genes are screened first and only those who are most likely to respond to the treatment will be treated. Via a more well-defined patient group, the risk and costs are reduced while the development process becomes more efficient.
The current product portfolio: LiPlaCis® for Breast Cancer in collaboration with Cadila Pharmaceuticals, Irofulven developed from a fungus for prostate cancer and APO010 – an immuno-oncology product for Multiple Myeloma.
Oncology Venture has spun out two companies in Special Purpose Vehicles: 2X Oncology Inc. a US based company focusing on Precision medicine for women’s cancers with a pipeline of three promising phase 2 product candidates. OV-SPV 2 is a Danish company that shall test and potentially develop an oral phase 2 Tyrosine Kinase inhibitor. Oncology Venture currently holds 92 percent of the shares in 2X Oncology Inc. and 40 percent of the shares in OV-SPV 2.