Notice to Convene an Extraordinary General Meeting
8/29/2012 3:56 AM EST
Veloxis Pharmaceuticals A/S
Notice to convene extr.general meeting
Notice to Convene an Extraordinary General Meeting
Company Announcement no. 12/2012
To: NASDAQ OMX Copenhagen A/S
Hørsholm, Denmark, 29 August, 2012
Notice to Convene an Extraordinary General Meeting
The board of directors of the company hereby convenes an extraordinary general
meeting in the company which will be held on
Thursday 20 September 2012 at 2 pm
at Søhuset, Venlighedsvej 10, 2970 Hørsholm, Denmark.
Agenda
1. Proposal by the board of directors for authorisation for the board of
directors to increase the company's share capital in a rights issue with
pre-emption rights for the company's shareholders.
1. Proposal by the board of directors for authorisation for the board of
directors to issue warrants to the company's management, board of directors
and key employees.
1. Proposal by the board of directors to amend the articles of association.
1. Proposal by the board of directors for authorisation for the chairman of
the extraordinary general meeting.
Complete proposals
Re item 1
The board of directors proposes that it be authorised to decide a capital
increase in the company with pre-emption rights for the shareholders in the
company. It is proposed that the board of directors be authorised to increase
the company's share capital from nominally DKK 45,254,248 by up to nominally
DKK 135,000,000 to nominally DKK 180,254,248.
It is proposed that the authorisation be included in the articles of
association, cf. the Danish Companies Act sec. 155.1, as article 9B with the
following wording:
"The board of directors is authorised until 1 September 2013, at one time, to
increase the share capital by up to nominally DKK 135,000,000.
The capital increase pursuant to this authorisation shall be carried out by the
board of directors by cash capital contributions with pre-emption rights for
all shareholders in the company. Shares that are not subscribed for within the
subscription period by existing shareholders with pre-emption rights might, if
the board of directors so decides, be offered to new investors.
The new shares shall be negotiable shares issued to the bearer, but may be
recorded on name. The new shares shall not have any restrictions as to their
transferability and no shareholder shall be obligated to have their shares
redeemed fully or partly. The shares shall carry the same rights to dividends
and other rights in the company from the time which is decided by the board of
directors in connection with the decision to increase the share capital."
The proposed authorisation is article 6B in the draft new articles of
association due to the proposed amendment of the articles of association in
item 3 on the agenda.
Re item 2
The board of directors proposes that it be authorised until 20 September 2017,
at one or more times, to issue 144,203,398 warrants each conferring a right to
subscribe for one share of nominally DKK 0.1 in the company and to implement
the corresponding increase(s) of the share capital. It is proposed that the
authorisation be included in the articles of association, cf. the Danish
Companies Act section 155.2, as article 8A:
"The Board of Directors is until 20 September 2017 authorised, at one or more
times, to issue up to 144,203,398 warrants, each conferring a right to
subscribe for 1 share of nominally DKK 0.1 in the company, and to implement the
corresponding increase(s) of the share capital.
The warrants can be issued to key employees, executive directors and board
members in the company and its subsidiaries without pre-emptive subscription
rights for the company’s shareholders.
The exercise price for warrants, which are issued pursuant to the
authorisation, shall at a minimum correspond to the market price of the
Company’s shares on the date of issuance of the warrants. The other terms for
the warrants issued pursuant to this authorisation, including payment for the
warrants, duration, exercise periods, vesting periods, adjustments as a result
of corporate changes etc. shall be determined by the board of directors. The
shares subscribed for on the basis of the issued warrants shall be negotiable
shares issued to the bearer, but may be recorded on name. The shares shall not
have any restrictions as to their transferability and no shareholder shall be
obliged to have their shares redeemed fully or partly.
The board of directors is entitled to make such amendments to the articles of
association which are connected with the issuance of warrants comprised by this
clause or the exercise thereof."
The proposed authorisation is article 5A in the draft new articles of
association due to the proposed amendment of the articles of association in
item 3 on the agenda.
Re item 3
The board of directors proposes the following amendments to the articles of
association:
-- In article 5 it is proposed to delete all warrant issues in respect of
which the last exercise period will expire 21 days after the publication of
the interim report for the first six months 2012 (Q2) on 22 August 2012.
The proposed deletion comprises warrants issued by the board of directors
on 4 April 2003, 29 August 2003, 3 October 2003, 19 December 2003, 22 March
2004, 28 April 2004, 20 June 2005, 21 September 2005, 17 October 2005, 18
November 2005, 12 December 2005, 10 June 2006, 7 September 2006, 1 December
2006 and 22 December 2006. In connection with the deletion of the warrant
issues, appendix 2 to the articles of association ceases to apply and is
cancelled, and the present appendix 3 is renamed appendix 2. It is proposed
that the last paragraph of article 5 be moved to article 7. In article 5 of
the comprehensive draft new articles of association the board of directors
has further updated the number of issued warrants and the exercise price to
reflect the adjustments following the rights issue in November 2010.
-- Article 6 is proposed to be deleted in its entirety as all warrant issues
in this article will expire due to the expiry of the last exercise period
21 days after the publication of the interim report for the first six
months of 2012 (Q2) on 22 August 2012. The deletion comprises warrants
issued by the general meeting on 16 June 2004, 16 December 2004, 17 March
2005 and 7 November 2005. Consequently, the numbering of the articles will
change, cf. the comprehensive draft new articles of association.
-- It is proposed that article 7 be renamed article 7A with the subheading
"Changes in the warrant terms" with the following wording (article 4A in
the draft new articles of association):
"A total of 16,856,790 warrants are either cancelled or expired. 27,638,230
unexercised warrants remain as adjusted for the rights issue in April 2008 and
in November 2010.
At the general meeting of the company held on 18 April 2012 it was resolved to
reduce the share capital of the company by decrease of the denomination of all
shares with nominally DKK 0.9 from nominally DKK 1 to nominally DKK 0.1, and
consequently, the nominal value of the shares which may be subscribed for
pursuant to warrants has changed to DKK 0.1. In the event there are any
warrants which have not been exercised the nominal value of the capital
increase, which may be resolved by exercise of warrants, shall be reduced by 90
per cent as a consequence of the resolution made at the general meeting held on
18 April 2012.
Warrants issued prior to 15 December 2010 are adjusted (number and exercise
price) in accordance with Appendix 1 to the articles of association following
the rights issue in April 2008 and the rights issue in November 2010.
At the board meeting on 15 December 2010 the Board of Directors resolved to
change the terms and conditions applicable to future grants and issues of
options (warrants) to the company’s management, other employees, consultants,
advisors and board members. The specific terms and conditions applicable to the
warrants issued are attached hereto as Appendix 2 and form an integral part
hereof.
At the board meeting on 30 December 2009 the board of directors resolved to
change the terms and conditions applicable to grants of warrants made in the
years 2007 – 2009 to employees in the company, with the effect that the vesting
and exercise of warrants in the event of death shall continue as if the
deceased was still employed. Rights and obligations regarding warrants in the
event of death shall be transferred to the death estate respectively the heirs.
All specific provisions in Appendix 1 to the articles of association regarding
vesting and exercise of warrants in the event of death shall hereafter be
deemed null and void in respect to warrants issued in the years 2007 – 2009."
-- In article 8 it is proposed to delete the second paragraph and revise the
first paragraph to the following wording:
"The board of directors is until 20 April 2015 authorised, at one or more
times, to issue up to 27,370,086 warrants (21,355,908 warrants remain following
the last issue on 17 November 2011), each conferring a right to subscribe for 1
share of nominally DKK 0.1 in the company and to implement the corresponding
increase(s) of the share capital."
-- In article 11 it is proposed to exchange "Danish Commerce and Companies
Agency" with "Danish Business Authority" as the public authority changed
its name. All references in the appendix 1 and 2 to the "Danish Commerce
and Companies Agency" are likewise proposed to be exchanged with "Danish
Business Authority".
-- It is proposed to delete article 2 as the content of the provision was
deleted earlier at the company's general meeting on 21 April 2010.
Consequently, the numbering of the articles will change, cf. the
comprehensive proposal for new articles of association.
The amendments proposed in this item 3, including the new numbering, are
reflected in full in the comprehensive draft articles of association.
Re item 4
The board of directors proposes that the chairman of the extraordinary general
meeting, with the right of substitution, be authorised to register the
resolutions passed by the general meeting with the Danish Business Authority
and to make such alterations as the Danish Business Authority may require for
registration or approval.
Language
The general meeting is held in Danish. However, there will be some
contributions in English which will be translated into Danish.
Resolution requirements
The following adoption requirements apply to adopt the resolutions which shall
all be fulfilled in order for the proposals to be adopted:
The adoption of the proposals to amend the company's articles of association
contained in items 1, 2 and 3 of the agenda requires a majority in favour of
the proposed resolution of at least two-thirds of the votes cast as well as at
least two thirds of the share capital represented at the general meeting.
The other proposals are adopted by simple majority of votes.
General information
The share capital of the company amounts to nominally DKK 45,254,248. The
nominal amount of each share is DKK 0.1. Each share of DKK 0.1 has one vote at
the general meeting.
The shareholders may exercise their financial rights through their own
depository bank.
The website of the company
Further information will be available from 29 August 2012 to 20 September 2012
on the website of the company, www.veloxis.com, concerning the general meeting,
including the total number of shares and voting rights on the date of the
notice, the notice with agenda and the complete proposals, proxy form, postal
vote form and registration form to be used when ordering admission card as well
as the other documents to be presented at the general meeting, including a
draft of the new articles of association after the adoption of the proposed
amendments to the articles.
Publication of notice
The notice has also been made public via the IT system of the Danish Business
Authority, forwarded to the shareholders registered in the register of
shareholders of the company who have made such request and made public at the
company's website.
Questions
Shareholders may ask questions concerning the agenda and the rest of the
material for the purpose of the general meeting both before and during the
actual general meeting.
In order to attend the general meeting and to vote the following applies:
Date of registration
The shareholders' right to vote at the company's general meetings, or to vote
by post in relation to the shareholders' shares, is determined based on the
shares which the shareholders hold on the date of registration.
The date of registration is Thursday 13 September 2012.
Only persons who are shareholders in the company on the date of registration,
i.e. Thursday 13 September 2012 may attend and vote at the general meeting.
However, see below regarding the shareholders' request for admission card in
due time.
When the date of registration expires, the shares held by each shareholder of
the company on the date of registration will be calculated. The calculation is
based on the registration of shares in the register of shareholders as well as
duly documented notifications to the company of acquisition of shares which
have not yet been registered in the register of shareholders but which have
been received by the company before the expiry of the date of registration.
Disposals or acquisitions of shares which take place in the period between the
date of registration and the general meeting do not affect the right to vote at
the general meeting or the right to vote by post in connection with the general
meeting.
Admission card
In order to be able to attend the general meeting the shareholder must order an
admission card no later than Friday 14 September 2012 at 11.59 p.m. Admission
cards can be acquired by contacting Computershare A/S, Kongevejen 418, 2840
Holte, Denmark, fax no. +45 45 46 09 98 or via the shareholder portal on the
company's website www.veloxis.com/investor/general meetings. The registration
form to be used when ordering admission cards is attached to the notice and is
also available on the website of the company, www.veloxis.com.
Proxy
A shareholder may be represented by proxy. Computershare A/S must receive the
proxy form no later than Friday 14 September 2012 at 11:59 p.m. either by
sending the form to Computershare A/S, Kongevejen 418, 2840 Holte, Denmark, fax
no. +45 45 46 09 98 or via the shareholder portal on the company's website
www.veloxis.com/investor/general meetings. The proxy form is attached to the
notice and is available on the website of the company, www.veloxis.com. It is
also possible, before expiry of the deadline, to submit an electronic proxy via
the shareholder portal on the company's website www.veloxis.com.
Postal vote
Instead of casting their vote at the actual general meeting the shareholders
may vote by post, i.e. vote in writing before the general meeting is held. The
shareholders who decide to vote by post must submit their vote by post so that
it has been received no later than 12 a.m. CET on Wednesday 19 September 2012,
to Computershare A/S, Kongevejen 418, 2840 Holte, Denmark, fax no. +45 45 46 09
98 or via the shareholder portal on the company's website
www.veloxis.com/investors/general meetings. The form to be used for voting by
post is attached to the notice and is available on the website of the company,
www.veloxis.com. It is also possible to vote by post electronically via the
company's website www.veloxis.com. A vote by post that has been received cannot
be revoked. Please note that letters may be in the mail for several days.
For more information, please contact:
Veloxis Pharmaceuticals A/S
Johnny Stilou John Weinberg, M.D.
EVP, Chief Financial Officer EVP, Chief Commercial
Officer
Phone: +45 21 227 227 Phone: +1 732 321 3208
Email: Email: