Notice of extraordinary general meeting in Wilson Therapeutics

Tue, Dec 20, 2016 08:00 CET

The shareholders of Wilson Therapeutics AB (publ) are summoned to the extraordinary general meeting, to be held on Wednesday 18 January 2017, at 2.00 pm at IVA Conference Center (Rausingrummet), Grev Turegatan 16, Stockholm, Sweden.

Participation, etc

Shareholders who wish to participate at the meeting must be recorded in the share register maintained by Euroclear Sweden AB on Thursday 12 January 2017, and notify Wilson Therapeutics of their intention to attend the meeting no later than on Thursday 12 January 2017 by post to Wilson Therapeutics AB (publ), Västra Trädgårdsgatan 15, SE-111 53 Stockholm, Sweden, by telephone +46 (0) 8 796 00 00 or by e-mail to lisa.andersson@wtx.se.

The notification shall set forth the name, personal/corporate identity number, address and telephone number, the number of shares held, and, where applicable, number of assistants (not more than two) that the shareholder intends to bring to the meeting. Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document shall be appended. The original power of attorney and, where applicable, the certificate should be submitted to the company at the address indicated above well in advance of the meeting. A proxy form is available at www.wilsontherapeutics.com and may also be ordered at the address indicated above.

Shareholders whose shares are registered in the name of a nominee/custodian must re-register their shares in their own names to be entitled to participate in the meeting. Shareholders must inform their nominee/custodian of such re-registration well before Thursday 12 January 2017 by which date such re-registration must have been completed.

There are in total 25,720,248 shares and votes outstanding in Wilson Therapeutics. Wilson Therapeutics does not hold any treasury shares.

Proposed agenda

Opening of the meeting.
Election of chairman of the meeting.
Preparation and approval of the voting list.
Approval of the agenda.
Election of one or two persons to approve the minutes of the meeting.
Determination of whether the meeting was duly convened.
Resolution regarding implementation of a new performance based long term incentive program for certain senior executives and key employees.
Resolution regarding implementation of a new performance based long term incentive program for certain board members.
Resolution regarding the board of directors’ proposal on issue authorization.
Closing of the meeting.

Resolution regarding implementation of a new performance based long term incentive program for certain senior executives and key employees (item 7)

The board of directors proposes that the extraordinary general meeting resolves to implement a new performance based long term incentive program for certain senior executives and key employees within the Wilson Therapeutics group (“Wilson Therapeutics”) (“LTIP 2016”) in accordance with items 7a – c below. The resolutions under items 7a – c below are proposed to be conditional upon each other and for that reason it is proposed that all resolutions are to be passed as one resolution. LTIP 2016 is proposed to include approximately five senior executives and key employees within Wilson Therapeutics.

LTIP 2016 is a three-year performance based program under which the participants will be granted, free of charge, performance based share awards (“Share Awards”) that provide entitlement to not more than in total 352,500 shares in Wilson Therapeutics, in accordance with the terms stipulated below.

Proposal regarding adoption of a long term performance based incentive program for certain senior executives and key employees (item 7a)

The rationale for the proposal
LTIP 2016 is intended for certain senior executives and key employees within Wilson Therapeutics with the aim of providing a remuneration element that can replace the previously implemented stock option plan within the group. When preparing LTIP 2016, the board of directors of Wilson Therapeutics has made a thorough analysis of existing performance based incentive programs in comparable companies with the aim to structure a program which is in line with market practice for Swedish listed companies. The board of directors of Wilson Therapeutics believes that an equity based incentive program is a central part of an attractive and competitive remuneration package in order to attract, retain and motivate competent senior executives and key employees in Wilson Therapeutics, and to focus the participants on delivering exceptional performance which contributes to value creation for all shareholders. LTIP 2016 is based on performance based share awards and adapted to the current position and needs of Wilson Therapeutics. The board of directors is of the opinion that LTIP 2016 will increase and strengthen the participants’ dedication to Wilson Therapeutics’ operations, improve company loyalty and that LTIP 2016 will be beneficial to both the shareholders and the company. Going forward, the company intends to launch new long term incentive programs directed to a wider group of participants on an annual basis.

Conditions for Share Awards
The following conditions shall apply for the Share Awards.

- The Share Awards shall be granted free of charge to the participants as soon as possible following the extraordinary general meeting and no later than on 28 February 2017.

- Each Share Award entitles the holder to receive one share in the company, free of charge, three years after granting of the Share Award (the “Vesting Period”), provided that the holder, with some exceptions, still is employed by Wilson Therapeutics.

- A prerequisite for entitlement to receive shares on the basis of Share Awards is that the performance targets for LTIP 2016 have been satisfied pursuant to the terms and conditions specified below.

- The number of Share Awards will be re-calculated in the event that changes occur in Wilson Therapeutics’ equity capital structure, such as a bonus issue, merger, rights issue, share split or reverse share split, reduction of the share capital or similar measures

- To align the participants’ interest with the interest of the shareholders, Wilson Therapeutics will compensate the participants for distributed dividends, if any, during the Vesting Period by increasing the number of shares that each Share Award entitles to.

- The Share Awards are non-transferable and may not be pledged.

- The Share Awards can be granted by the parent company as well as any other company within the Wilson Therapeutics group.

Performance targets
The number of shares that each participant later may receive based on the Share Awards depends on fulfilment of the performance targets as described below. The performance targets focus on Wilson Therapeutics’ operational development for the next three years (“Performance Target 1”) and on the share-price development during the same period (“Performance Target 2”) (collectively the “Performance Targets”). Of each participant’s granted Share Awards, 65 percent will pertain to Performance Target 1 and 35 percent will pertain to Performance Target 2.

Performance Target 1: The target, to which 65 percent of the total number of Share Awards pertains, relates to the fulfilment of certain operational targets, as established by the board of directors, pertaining to the planned future development program of WTX101 for the treatment of Wilson Disease. The operational targets will be based on inter alia enrolment of patients in the Phase 3 clinical study, receipt of Phase 3 clinical data and subsequent filing of marketing authorization applications. The outcome will be measured on a target by target-basis, meaning that a certain number of Share Awards will vest if e.g. the enrolment target is met, although – potentially – no marketing authorization applications are subsequently submitted.

Performance Target 2: The target, to which 35 percent of the total number of Share Awards pertains, relates to the development of the Wilson Therapeutics share price over the period from the date of the extraordinary general meeting up to and including 31 December 2019. The development of the share price will be measured based on the volume weighted average share price 90 trading days immediately following the extraordinary general meeting and 90 trading days immediately preceding 31 December 2019. In the event the Wilson Therapeutics share price thereby increases by more than 60 percent, 100 percent of the Share Awards pertaining to Performance Target 2 will vest and 33 percent of such Share Awards will vest should the share price increase by 20 percent. In the event of an increase of the share price of between 20 and 60 percent, vesting of the Share Awards will occur linearly. Should the increase be less than 20 percent, no vesting will occur.

Allocation
The board of directors shall resolve upon the final allocation of the Share Awards as soon as possible following the extraordinary general meeting. Individual allocation cannot exceed 150,000 Share Awards.

Preparation, administration and the right to amend the terms of the Share Awards
The board of directors is responsible for preparing the detailed terms and conditions of LTIP 2016, in accordance with the above mentioned terms and guidelines. To this end, the board of directors shall be entitled to make adjustments to meet foreign regulations or market conditions, including resolving on cash or other settlement if deemed favourable for Wilson Therapeutics based on foreign tax regulations. The board of directors may also make other adjustments if significant changes to Wilson Therapeutics, or its operating environment, would result in a situation where the resolved terms and conditions for LTIP 2016 no longer are appropriate. Prior to finally determining allotment of shares on the basis of Share Awards, the board of directors will assess whether the outcome of LTIP 2016 is reasonable. This assessment will be conducted in relation to the company’s financial position and earnings, conditions in the stock market and other circumstances as deemed relevant by the board of directors. In the event the board of directors does not consider the outcome to be reasonable, the number of shares to be allotted will be amended.

Furthermore, in the event of a public take-over offer, asset sale, liquidation, merger or any other such transaction affecting Wilson Therapeutics, the board of directors shall, in its sole discretion, be entitled to resolve that the Share Awards (partially or in full) shall vest on completion of such transaction or otherwise to resolve on cash or other settlement. The board of directors will make this decision based on the level of fulfilment of the Performance Targets, the remainder of the Vesting Period and any other factors deemed relevant and appropriate by the board of directors.

Preparation of the proposal
LTIP 2016 has been initiated by the board of directors of Wilson Therapeutics and has been structured in consultation with external advisers based on an evaluation of prior incentive programs and best market practices for Swedish listed companies. LTIP 2016 has been prepared by the remuneration committee and reviewed at meetings of the board of directors.

Dilution
LTIP 2016 will comprise not more than 352,500 shares in total, which corresponds to a maximum dilution of approximately 1.4 percent. If the existing stock option plan is included in the calculation, then the corresponding maximum level of dilution amounts to approximately 7.6 percent. Information on Wilson Therapeutics’ stock option plan can be found in the 2015 annual report, note 9, which is available on the company’s website, www.wilsontherapeutics.com.

Scope and costs of the program
LTIP 2016 will be accounted for in accordance with “IFRS 2 – Share‐based payments”. IFRS 2 stipulates that the Share Awards shall be expensed as personnel costs over the Vesting Period and will be accounted for directly against equity. Personnel costs in accordance with IFRS 2 do not affect the company’s cash flow. Social security costs will be expensed in the income statement according to UFR 7 during the Vesting Period.

Assuming a share price at the time of implementation of SEK 55, that Performance Target 1, on average, is achieved at 50 percent and that Performance Target 2 is achieved at 55 percent (corresponding to a share price increase of 33 percent during the Vesting Period) the annual cost for LTIP 2016, including social security costs, is estimated to approximately SEK 3.3 million before tax. The corresponding annual cost with full achievement of Performance Target 1 and Performance Target 2 (corresponding to a share price increase of 60 percent during the Vesting Period) is estimated to approximately SEK 6.6 million before tax.

If LTIP 2016 had been implemented during 2016 and if the Performance Targets would have been fully achieved as set out above, the key financial ratio earnings per share for the first three quarters 2016 would have decreased by approximately SEK 0.11 (3.2 percent). Equity per share would have decreased by approximately SEK 0.27 (1.5 percent).

Delivery of shares under LTIP 2016
In order to ensure the delivery of shares under LTIP 2016, the board of directors proposes that the extraordinary general meeting resolves to issue warrants in accordance with item 7b below.

Proposal regarding issue of warrants (item 7b)

In order to ensure the delivery of shares under LTIP 2016, the board of directors proposes that the extraordinary general meeting resolves to issue not more than 352,500 warrants, whereupon the company’s share capital may be increased by not more than approximately SEK 39,166.67.

The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, only vest with Wilson Therapeutics Incentive AB, a wholly owned subsidiary of Wilson Therapeutics AB (publ), for the purpose of subscription and subsequent transfer of the subscribed for shares to the participants in accordance with the terms of LTIP 2016. The reason for the deviation from the shareholders’ pre-emptive rights is the implementation of LTIP 2016.

The warrants shall be issued free of charge. The exercise price for subscription for shares based on the warrants shall correspond to the share’s quota value.

Proposal regarding transfer of shares (item 7c)

The board of directors proposes that the extraordinary general meeting resolves to approve that Wilson Therapeutics Incentive AB may transfer such shares that are subscribed for based on the warrants issued in accordance with item 7b above, or other shares as deemed appropriate, to the participants in LTIP 2016 and pursuant to the terms thereof.

Resolution regarding implementation of a new performance based long term incentive program for certain board members (item 8)

In addition to LTIP 2016, Wilson Therapeutics’ major shareholders[1] propose that the extraordinary general meeting resolves to implement a similar performance based long term incentive program for certain board members of Wilson Therapeutics (“Board LTIP 2016”) in accordance with items 8a – c below. The resolutions under items 8a – c below are proposed to be conditional upon each other and for that reason it is proposed that all resolutions are to be passed as one resolution. Board LTIP 2016 is proposed to include two board members of Wilson Therapeutics.

Similarly to LTIP 2016, Board LTIP 2016 is a three-year performance based program under which certain board members will be granted, free of charge, performance based share awards (“Share Awards”) that provide entitlement to not more than 40,000 shares in Wilson Therapeutics, in accordance with the terms stipulated below.

Proposal regarding adoption of a long term performance based incentive program for certain board members (item 8a)

The rationale for the proposal
Board LTIP 2016 is intended for certain board members of Wilson Therapeutics with the aim of attracting, motivating and retaining board members, to strengthen the relevant board members’ interest in Wilson Therapeutics and its financial development and to provide the board members with an economic interest in Wilson Therapeutics equivalent to the interest of the shareholders. As Board LTIP 2016 is intended to be an incentive for certain board members of Wilson Therapeutics, it is deemed to positively influence the future development of Wilson Therapeutics and thereby be beneficial for both the company and its shareholders.

Conditions for Share Awards
The following conditions shall apply for the Share Awards.

- The Share Awards shall be granted free of charge to the participants as soon as possible following the extraordinary general meeting and no later than on 28 February 2017.

- A prerequisite for entitlement to receive shares on the basis of Share Awards is that the performance target for Board LTIP 2016 has been satisfied pursuant to the terms and conditions specified below.

- The Share Awards are non-transferable and may not be pledged.

- The Share Awards can be granted by the parent company as well as any other company within the Wilson Therapeutics group.

Performance target
The number of shares that each participant later may receive based on the Share Awards depends on fulfilment of the performance target (the “Performance Target”) as described below. The Performance Target (which is equivalent to Performance Target 2 under LTIP 2016) relates to the development of the Wilson Therapeutics share price over the period from the date of the extraordinary general meeting up to and including 31 December 2019. The development of the share price will be measured based on the volume weighted average share price 90 trading days immediately following the extraordinary general meeting and 90 trading days immediately preceding 31 December 2019. In the event the Wilson Therapeutics share price thereby increases by more than 60 percent, 100 percent of the Share Awards will vest and 33 percent of such Share Awards will vest should the share price increase by 20 percent. In the event of an increase of the share price of between 20 and 60 percent, vesting of the Share Awards will occur linearly. Should the increase be less than 20 percent, no vesting will occur.

Allocation
The Share Awards in Board LTIP 2016 shall only be allocated to the board members Andrew Kay (chairman) and Hans Schikan, whereby 24,000 Share Awards shall be allocated to Andrew Kay and 16,000 Share Awards shall be allocated to Hans Schikan.

Administration and the right to amend the terms of the Share Awards
Wilson Therapeutics’ remuneration committee (excluding any participant, where applicable) shall be entitled to make such adjustments to the terms of Board LTIP 2016 as set forth under item 7a above.

Preparation of the proposal
Board LTIP 2016 has been initiated and prepared by Wilson Therapeutics’ major shareholders, and has been structured in consultation with external advisers based on an evaluation of prior incentive programs and best market practices.

Dilution
Board LTIP 2016 will comprise not more than 40,000 shares in total, which corresponds to a maximum level of dilution of approximately 0.2 percent. If the existing stock option plan is included in the calculation, then the corresponding maximum level of dilution amounts to approximately 6.6 percent. If both the existing stock option plan and LTIP 2016 are included in the calculation, then the corresponding maximum level of dilution amounts to approximately 7.7 percent. Information on Wilson Therapeutics’ stock option plan can be found in the 2015 annual report, note 9, which is available on the company’s website, www.wilsontherapeutics.com.

Scope and costs of the program
Board LTIP 2016 will be accounted for in accordance with “IFRS 2 – Share‐based payments”. IFRS 2 stipulates that the Share Awards should be expensed as personnel costs over the Vesting Period and will be accounted for directly against equity. Personnel costs in accordance with IFRS 2 do not affect the company’s cash flow. Social security costs will be expensed in the income statement according to UFR 7 during the Vesting Period.

Assuming a share price at the time of implementation of SEK 55 and that the Performance Target is achieved at 55 percent (corresponding to a share price increase of 33 percent during the Vesting Period) the annual cost for Board LTIP 2016, including social security costs, is estimated to approximately SEK 0.3 million before tax. The corresponding annual cost with full achievement of the Performance Target (corresponding to a share price increase of 60 percent during the Vesting Period) is estimated at approximately SEK 0.5 million before tax.

The costs are expected to have marginal effect on key ratios of Wilson Therapeutics.

Delivery of shares under Board LTIP 2016
In order to ensure the delivery of shares under Board LTIP 2016, Wilson Therapeutics’ major shareholders propose that the extraordinary general meeting resolves to issue warrants in accordance with item 8b below.

Proposal regarding issue of warrants (item 8b)

In order to ensure the delivery of shares under Board LTIP 2016, Wilson Therapeutics’ major shareholders propose that the extraordinary general meeting resolves to issue not more than 40,000 warrants, whereupon the company’s share capital may be increased by not more than approximately SEK 4,444.44.

The right to subscribe for the warrants shall, with deviation from the shareholders’ pre-emptive rights, only vest with Wilson Therapeutics Incentive AB, a wholly owned subsidiary of Wilson Therapeutics AB (publ), for the purpose of subscription and subsequent transfer of the subscribed for shares to the participants in accordance with the terms of Board LTIP 2016. The reason for the deviation from the shareholders’ pre-emptive rights is the implementation of Board LTIP 2016.

The warrants shall be issued free of charge. The exercise price for subscription of shares based on the warrants shall correspond to the share’s quota value.

Proposal regarding transfer of shares (item 8c)

Wilson Therapeutics’ major shareholders propose that the extraordinary general meeting resolves to approve that Wilson Therapeutics Incentive AB may transfer such shares that are subscribed for based on the warrants issued in accordance with item 8b above, or other shares as deemed appropriate, to the participants in Board LTIP 2016 and pursuant to the terms thereof.

Resolution regarding the board of directors’ proposal on issue authorization (item 9)

The board of directors proposes that the extraordinary general meeting resolves to authorize the board, for the period up to the next annual general meeting, to adopt decisions, whether on one or several occasions and whether with or without pre-emptive rights for the shareholders, to issue new shares; provided however that such issues, in aggregate, must not exceed ten percent of the total number of outstanding shares in the company as of the date of the extraordinary general meeting. It should also be possible to make such an issue resolution stipulating in-kind payment, the right to offset debt or other conditions.

The purpose of the authorization is to increase the financial flexibility of the company and the acting scope of the board of directors as well as to potentially broaden the shareholder base.

________________________

A resolution in accordance with the proposals under items 7 and 8 shall only be valid where supported by not less than nine-tenths of both the votes cast and the shares represented at the meeting. A resolution in accordance with the proposal under item 9 shall only be valid where supported by not less than two-thirds of both the votes cast and the shares represented at the meeting.

The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act. Complete documentation is held available at the company’s offices at Kungsgatan 3, Stockholm and at the company’s webpage, www.wilsontherapeutics.com, no later than three weeks before the meeting and will be sent to shareholders who so request and who inform the company of their postal address.

This notice is a translation of the Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.

Stockholm, December 2016
Wilson Therapeutics AB (publ)
The board of directors

About Wilson Therapeutics
Wilson Therapeutics is a biopharmaceutical company, based in Stockholm, Sweden, that develops novel therapies for patients with rare diseases. Wilson Therapeutics’ lead product, WTX101, is initially being developed as a novel treatment for Wilson Disease and has been evaluated in a Phase 2 clinical study. Wilson Therapeutics is listed in the Mid Cap segment on Nasdaq Stockholm with the stock ticker WTX.

Visit www.wilsontherapeutics.com for more information.

For further information contact:
Jonas Hansson, CEO, Wilson Therapeutics AB
Telephone: +46 8 796 00 00
Email: jonas.hansson@wtx.se

Wilson Therapeutics AB (publ)
Org nr 556893-0357
Kungsgatan3
SE-111 43 Stockholm

[1] HealthCap VI L.P., Abingworth Bioventures VI LP, MVM Fund III LP and NeoMed Innovation V L.P.

Tags:

Wilson Therapeutics