Extraordinary General Meeting In Omnicar Holding AB
The board of OmniCar Holding AB has resolved to convene an extraordinary general meeting of shareholders to be held Thursday, 21 December 2017. Further details on the proposals are found in the notice convening the meeting which is found below.
The notice is expected to be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website within the next few days.
NOTICE OF EXTRAORDINARY GENERAL MEETING
IN OMNICAR HOLDING AB
OmniCar Holding AB (the “ Company ”) will hold an Extraordinary General Meeting on Thursday, 21 December 2017, 1 p.m. at the office of MAZARS SET Revisionsbyrå, Terminalgatan 1, Helsingborg. Registration for the meeting commences at 12:30 a.m.
RIGHT TO ATTEND AND NOTIFICATION TO THE COMPANY
Anyone wishing to attend the meeting must
(i) be entered as a shareholder in the share register kept by Euroclear Sweden AB as of Friday, 15 December 2017, and
(ii) give notice to the Company of their intention to attend no later than Friday, 15 December 2017.
Notification of attendance shall be given by e-mail: TBP@OMNICAR.DK, or in writing to the Company at the address OmniCar Holding AB, c/o MAZARS SET Revisionsbyrå, Terminalgatan 1, 252 78 Helsingborg, Sweden. When giving notification please state your name or company name, personal ID or company registration number, address and daytime telephone number and, if applicable, information about deputies, proxies and assistants.
NOMINEE REGISTERED SHARES
To be entitled to attend the meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder’s own name, so that the holder is entered in the share register kept by Euroclear Sweden AB as of Friday, 15 December 2017. Registration in this way may be temporary.
PROXY AND PROXY FORM
Anyone who does not attend the meeting in person may exercise their right at the meeting via a proxy using a signed and dated written form of proxy. A form of proxy is available on the Company’s website: www.omnicar.com. The form of proxy may also be obtained from the Company or be ordered in accordance with the contact details above. If the proxy is issued by a legal person, a copy of their registration certificate or equivalent documentary authority must be attached and received by the Company in good time before the meeting.
1. Opening of the meeting
2. Election of Chair of the meeting
3. Preparation and approval of voting list
4. Approval of the agenda
5. Election of one or two persons to approve the minutes
6. Examination of whether the meeting has been duly convened
7. Resolution on units issue
8. Resolution on election of one new board member
9. Closure of the meeting
RESOLUTION ON UNITS ISSUE (ITEM 7)
The board of OmniCar Holding AB (the “Company”) proposes the general meeting to resolve to issue units essentially as follows.
1. The Company shall issue no more than 500,000 new units (”Unit”). Each Unit consists of four shares and three warrants in the Company.
2. The issue is made with deviation of the shareholders’ preferential rights. The Units may be subscribed by fifteen selected investors.
3. The subscription price shall be SEK 62 per Unit, of which SEK 15.50 refers to each share and the warrants are issued free of charge.
4. Subscription can only be made in Units and thus not by shares or warrants individually. Allotment can only be made in Units. However, after the issue of Units, the shares and warrants will be separated.
5. Subscription for Units shall take place on a subscription list provided by the Company no later than three days after the Company’s resolution on the Unit issue. The board shall be entitled to prolong the subscription period.
6. Payment for subscribed shares shall be made in cash no later than three days after the Company’s resolution on the Unit issue. The board shall be entitled to prolong the payment period.
7. Each warrant gives its holder the right to subscribe for one new share in the Company, at a subscription price of SEK 18.60, during the period from and including 1 December 2019 to and including 30 November 2020.
8. The warrants are subject to general terms and conditions.
- If the Unit issue is fully subscribed and the warrants are fully exercised, the number of shares in the Company may increase by no more than 3,500,000, of which 2,000,000 consist of the shares in the Units and 1,500,000 of shares that may arise through full exercise of the warrants. Under similar conditions the Company's share capital may increase by no more than SEK 350,000, of which SEK 200,000 refers to the shares in the Units and SEK 150,000 refers to the shares that may arise through full exercise of the warrants.
10. The new shares shall entitle to dividends for the first time at the record date for dividends nearest occurring after the new shares have been entered in the share register kept by Euroclear Sweden AB.
11. The board, or a person appointed by the board, shall be authorized to make any minor adjustment to the meeting’s decision deemed necessary in order to register the decision with the Swedish Companies Registration Office, Euroclear Sweden AB or due to other formal requirements.
The reason for the deviating from the shareholders' preferential rights and the grounds for the subscription price are the following.
The objective of the issue is to strengthen the Company's financial position. The Company finds that the Unit issue is best suited for this purpose, due to the limited size of the issue, time factors and conditions for other financing alternatives.
The subscription price for Units is based on the share price on Monday, November 27, 2017.
A resolution passed by the general meeting in accordance with this proposal is valid only when supported by shareholders holding at least two thirds of the votes cast as well as of the shares represented at the general meeting.
RESOLUTION ON ELECTION OF ONE NEW BOARD MEMBER (ITEM 8)
It is proposed that the meeting resolves to newly elect Andreas Klainguti as a new member of the board of the company. Andreas Klainguti will if he is elected replace board member Mikkel Lippman.
Andreas Klainguti has worked for more than 25 years in Investment Banking for Merrill Lynch, Standard Chartered Bank and Citigroup in Zurich, London and Hong Kong. As a Managing Director he was Head of Derivatives EMEA and Asia, Head of Global Equity Trading and Head of Global Strategic Risk. Since moving to Denmark in 2013 he has been advising various Banks and Hedge Funds on Business set up, risk and manager selection while running his own investment company.
INFORMATION AT THE MEETING
Shareholders are reminded of their right to request information from the board and the CEO pursuant to Chapter 7, section 32 and 57 of the Swedish Companies Act.
The board's complete proposal and documents according to Chapter 13, section 6 and Chapter 14 section 8 of the Swedish Companies Act will be available at the offices of MAZARS SET Revisionsbyrå, Terminalgatan 1, Helsingborg and at the Company's website www.omnicar.com two weeks before the Extraordinary General Meeting and will be sent in connection therewith to the shareholders who so request and state their postal address.
Helsingborg in December 2017
OmniCar Holding AB (publ)
For more information about OmniCar AB, please contact
Claus T. Hansen, CEO
Telephone: +44 7517 087709
Om OmniCar Holding AB
OmniCar Holding AB (559113-3987) OmniCar is a 100% ‘plug-and-play’ online solution. No more time-consuming management and manual invoicing. OmniCar allows you to manage your service agreements digitally with a layout that is fully customised to meet your business’s individual requirements and specifications. You save time and administrative resources thanks to the automated system management of all processes. The benefits gained by our customers so far: