Communiqué from the Extraordinary Shareholders' Meeting of Oncology Venture Sweden AB (publ)
Today, March 1, 2017, Oncology Venture Sweden AB (publ) held an Extraordinary Shareholders’ Meeting. A summary of the resolution follows below. The resolution was passed with the required majority.
Approval of the Board of Directors’ decision concerning a preferential rights issue
The Extraordinary Shareholders’ Meeting resolved to approve the Board's decision on the rights issue in accordance with the following conditions:
To increase the company’s share capital, via a preferential rights issue, by a maximum of SEK 176,308.86 by
means of the issuance of up to 1,259,349 new shares each with a par value of SEK 0.14, at a subscription price of SEK 42.00 per share. The total value of the shares to be issued amounts to a maximum of SEK 52,892,658.00.
The following terms and conditions will apply to the new share issue:
1. The issuance of new shares is to occur with preferential rights for existing shareholders. One (1) subscription right will be received for each existing share. Eight (8) subscription rights provides an entitlement to subscribe for one (1) new share.
2. The record date in the share register maintained by Euroclear Sweden AB for determining which shareholders are entitled to the preferential rights to participate in the new share issue shall be March 10, 2017. Other parties can also subscribe for new shares.
3. For each share subscribed for, SEK 42.00 in cash is to be paid.
4. The subscription for shares will occur during the period from March 16, 2017 to March 30, 2017. Subscription with preferential rights is to occur with simultaneous cash payment. Subscriptions made without subscription rights shall be made on a separate subscription list and payment must be made no later than the fourth banking day after the notice of allocation has been sent to the subscriber. The Board of Directors shall be entitled to extend the subscription period and the time for payment.
5. In the event that not all shares are subscribed for within the framework of preferential rights according to the above, the Board of Directors shall, within the framework of the maximum amount of the new share issue, make a determination concerning the allocation of shares to others without preferential rights who subscribed for shares and decide how the allocation between the subscribers is to be made.
With the allotment of new shares subscribed for without subscription rights, priority shall be given to those who have also subscribed for new shares with subscription rights, irrespective of whether the subscriber was a shareholder on the record date or not, and in the event that full allotment to these cannot be made, the allotment shall occur pro rata in proportion to the number of subscription rights utilized for the subscription of new shares and, to the extent this is not possible, by drawing of lots.
After that, the 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, the allotment shall occur pro rata in proportion to the number of new shares that each one subscribed for and, to the extent this is not possible, by drawing of lots.
6. Holders of warrants in series 2015/2018, relating to the option program which has 170,000 outstanding warrants, as well as holders of warrants in series 2015/2018, relating to the option program which has 125,000 outstanding warrants, of which one third are entitled to subscription, as well as holders of warrants in series 2017/2019 are entitled to participate in the new issue of shares which will be available through a new subscription offer. This subscription must have been finalized no later than February 7, 2017. To the extent that subscription was not finalized by the due date no right of subscription in the new issue of shares exists. In such a situation a conversion will take place according the terms and conditions of the respective warrants.
7. The new shares shall carry rights to dividends 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 Board of Directors, or the party the Board appoints, is authorized to decide on minor corrections that may be required for registration with the Swedish Companies Registration Office and Euroclear Sweden.
Malmö, March 2017
Oncology Venture Sweden AB (publ)
THE BOARD OF DIRECTORS
For further information, please contact
|Ulla Hald Buhl , COO and Chief IR & CommunicationsMobile: +45 2170 firstname.lastname@example.org||or||Peter Buhl Jensen , CEOMobile: +45 21 60 89 22E-mail: email@example.com|
This information is information that Oncology Venture Sweden AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, on 1st March 2017.
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, 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 and Danish OV-SPV 2 will test and potentially develop an oral phase 2 Tyrosine Kinase inhibitor.