Announcement from 24SevenOffice Group AB's extra general meeting
Today on 10 June 2024 in Stockholm the extra general meeting (the "EGM") of 24SevenOffice Group AB ("24SevenOffice" or the "Company") was held and the following resolutions were passed by the meeting.
Incentive program 2024/2028
The EGM resolved, in accordance with the board of directors' proposal, to implement an incentive program through issuance of a maximum of 1,750,000 warrants to senior executives and employees within the Company and the company group with tax residence in Sweden and Norway and to the Company, with subsequent transfer to senior executives and employees within the Company and the company group, which may result in a maximum increase in the Company's share capital of SEK 175,000.
The warrants shall be subscribed for by senior executives and employees in the Company and company group with tax residence in Sweden and Norway and the Company, with the right and obligation to, at one or several occasions, transfer the warrants to senior executive and employees, who are or will become employed by the Company or within the company group, without consideration and otherwise on the same terms as in the issuance.
Senior executives and employees in the Company and company group with tax residence in Sweden and Norway and the Company has the right to subscribe for warrants without consideration.
Each warrant entitles to subscription of one (1) new share in the Company during the period from 1 January 2028 up to an including 31 January 2028.
One (1) warrant entitles the holder to subscribe for one (1) share corresponding to a subscription price of SEK 15. The subscription price has been calculated based on the Company's average price for all trading days during 2024 up to and including 8 May 2024.
A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.
Approval of the acquisition of all shares in IMS Venture AS
The EGM resolved, in accordance with the board of directors' proposal, to approve the acquisition of all shares (incl. the intellectual property rights) in IMS Venture AS, reg. no. 925392766 ("IMS Venture") from R-Venture AS in accordance with a share purchase agreement signed on 3 May 2023 (the "Share Purchase Agreement").
The purchase price for the shares in IMS Venture consisted of two parts, a cash payment of SEK 5,000,000 and synthetic options issued by the Company (the "Synthetic Options"). The Synthetic Options entail that the Company shall pay an additional purchase price of between USD 15,000,000 and USD 45,000,000 if the following occurs in the future: (i) the Company carries out an exit, which in the Share Purchase Agreement is defined as an IPO or sale of the Company ("Exit"), and (ii) the share price of the Company is between SEK 17.5 and SEK 45 per share. The size of the earn‑out payment follows the share price linearly from USD 15 million in case of an Exit at a share price of SEK 17.5 to USD 45,000,000 at a share price of SEK 45.
The acquisition of IMS Venture has constituted a related party transaction with the Company's largest shareholder and this approval by the general meeting of the transaction has been made in accordance with good practice on the Swedish stock market.
For further details regarding the resolutions set out above, refer to the notice, press releases and complete proposals available at the Company's website, www.24sevenoffice.com.
For further information please contact:
Eirik Aalvik Stranden, CEO
Tel: +47 247 00 030, eas@24sevenoffice.com
24SevenOffice in brief
At 24SevenOffice, we are passionate about delivering modular and flow-focused business systems tailored to meet the unique needs of companies of all sizes.
We understand that businesses require flexibility and scalability, which is why we provide a module-based solution that enables you to create the perfect workflow, adapting to your evolving requirements.