Invitation to Attend the Extraordinary General Meeting of Shareholders of Oncology Venture Sweden AB (publ)
Shareholders of Oncology Venture Sweden AB (publ), 559016-3290, are hereby invited to attend the
Extraordinary General Meeting of Shareholders beginning at 10:00 on Wednesday, March 1, 2017 at the
offices of Sedermera Fondkommission, Norra Vallgatan 64, SE-211 22, Malmö.
Right to attend the Shareholders Meeting and Notification of Intention to attend
Shareholders who wish to attend the General Meeting of Shareholders must
- be registered on Thursday, February 23, 2017 in the share register maintained by Euroclear Sweden AB, and
provide written notification to the company no later than Thursday, February 23, 2017 of the intention to attend, submitted to Oncology Venture Sweden AB, Venlighedsvej 1, DK-2970 Hørsholm, Denmark. Notification may alternatively be made by telephone: +45 21 70 10 49 or by e-mail to: firstname.lastname@example.org. The notification of intention to attend must include the full name, civic registration number or corporate identity number, number of shares owned, mailing address, daytime telephone number, and where applicable, information about any proxies or assistants (maximum of two). Where necessary, the notification must be accompanied by letters of proxy, registration certificates and other authorizing documents.
Shareholders whose shares are nominee-registered through a bank or other nominee must, in order to be entitled to participate at the General Meeting of Shareholders, temporarily register the shares in their own name with Euroclear Sweden AB. Such re-registration must be completed by Thursday, February 23, 2017. This means that shareholders desiring such re-registration must inform the nominee in due time before said date.
If a shareholder is to be represented by a proxy, the proxy must bring to the meeting a dated written letter of proxy, signed by the shareholder. The letter of proxy may not be older than one year, unless a longer period of validity (up to five years) is specified in the letter of proxy. If the letter of proxy is issued by a legal entity, the proxy must also bring with them a current registration certificate or equivalent document of authority for the legal entity. In order to facilitate entry, a copy of the letter of proxy and other documents of authority should be enclosed with the Notification of Intention to attend the meeting. Proxy forms are available from the company’s website www.oncologyventure.com, or alternatively will be sent by mail to shareholders who contact the company and provide their address.
Number of shares and votes
The number of outstanding shares and votes in the company at the time of this Invitation to Attend amounts to 10,074,794 shares. The company holds no treasury shares.
0. Opening of the Meeting.
1. Election of Chairperson for the Shareholders Meeting.
2. Preparation and approval of the list of shareholders entitled to vote.
3. Approval of the Agenda.
4. Election of one or two persons to check and verify the minutes.
5. Determination of whether the Shareholders Meeting has been duly convened.
6. Approval of the Board of Director’s decision concerning a preferential rights issue.
7. Closing of the Shareholders Meeting.
Summary of proposed decision:
Approval of the Board of Directors’ decision concerning a preferential rights issue (item 6)
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.
The complete proposal for decision, documents pursuant to Chapter 13, § 6 of the Swedish Companies Act (2005:551), and proxy forms, will be available at the company’s offices, Venlighedsvej 1, DK-2970 Hørsholm, Denmark and on the company’s website (www.oncologyventure.com) at the latest two weeks before the shareholders meeting and will be sent to the shareholders who so request and provide their mailing address.
The shareholders present at the general meeting of shareholders have the right to request information in accordance with Chapter 7, § 32 of the Swedish Companies Act (2005:551).
Malmö, February 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 email@example.com||or||Peter Buhl Jensen , CEOMobile: +45 21 60 89 22E-mail: firstname.lastname@example.org|
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 13th February 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.