Bulletin from the Extraordinary General Meeting held on 24 January 2025 in ACROUD AB
An Extraordinary General Meeting in ACROUD AB (publ) (”Acroud” or the ”Company”) was held today on 24 January 2025, at which the Extraordinary General Meeting resolved in favour of all proposals presented in the notice convening the Meeting. Further, it was resolved on election of new board members.
Background to the proposals
On 9 December 2024 the Company announced that a restructuring term sheet have been entered into in order to strengthen Acroud’s liquidity and financial position including the implementation of certain transactions that bondholders and shareholders representing 75.7 per cent of the share capital have undertaken to vote in favour of. After the implementation of the measures set out in the term sheet, 23.4 per cent of the share capital and the votes in the Company will be held by the bondholders and 66.9 per cent will be held by the investors that have subscribed for shares in the new issue.
Resolution on a directed issue of new shares
The Meeting resolved, in accordance with the Board of Directors’ proposals, on a directed issue of new shares, whereby Acroud’s share capital is increased with no more than
EUR 3,957,346.941933 through the new issue of no more than 1,024,386,396 shares. The subscription price amounts to SEK 0.25 per share.
Number of board members, remuneration to the board, and election of members and chairman
The Meeting resolved that the Board of Directors shall consist of five members with no deputies.
Further, the Meeting resolved that the remuneration shall remain unchanged for re-elected board members and the remuneration for new board members shall be based on the remuneration resolved at the 2024 Annual General Meeting, prorated to reflect the term for the period until the next Annual General Meeting.
Further, the Meeting resolved to re-elect Peter Åström and Richard Gale as board members, elect Daniel Barfoot, Morten Marcussen and Jørgen Bouchard as new board members as well as to re-elect Peter Åström as chairman of the Board of Directors, for the period until the next Annual General Meeting.
Authorisation for the Board of Directors to resolve on new issues of shares
The Meeting resolved to, in accordance with the Board of Directors’ proposals, with or without preferential rights for the Company’s shareholders, on one or more occasions during the period until the next Annual General Meeting, to resolve on a new issue of shares. Issues shall be made in cash, by set-off or in kind, or otherwise be subject to conditions pursuant to Chapter 13, Section 5, first paragraph 6 of the Swedish Companies Act. The purpose of the authorisation is to enable the voluntary conversion of the Company’s bonds with ISIN SE0017562481 into new shares as described in the Company’s press release from 9 December 2024 and to strengthen the Company’s cash position in a time-efficient manner as well as to enable acquisitions where payment is made in cash or with own shares.
Certain technical measures
The Meeting resolved, in accordance with the Board of Directors’ proposals, on amendment of § 4 of the articles of associations, in such way, as regards the limitations with respect to the share capital, that the lower limit shall be EUR 300,000 and the higher limit shall be EUR 1,200,000 In order to enable the proposed reduction of the share capital and to enable the implementation of the directed new issue of shares.
The Meeting also resolved, in accordance with the Board of Directors’ proposals, that the share capital shall be reduced by EUR 3,700,000. The reduction of the share capital is to be effected without redemption of shares. The purpose of the reduction is allocation to unrestricted shareholders’ equity. The reduction is carried out in order to reduce the shares’ quota value to enable the new issue of shares. Following the reduction, Acroud’s share capital will amount to EUR 666,824.8592420, divided among a total of 172,612,188 shares (prior to the new issue of shares, each with a quota value of approximately EUR 0.0038631).
The Meeting also resolved, in accordance with the Board of Directors’ proposals, on amendment of § 4 of the articles of association in such way that, as regards the limitations with respect to the share capital, the lower limit shall be EUR 3,800,000 and the higher limit shall be EUR 15,200,000 and, as regards the limitations with respect to the number of shares, the lower limit shall be 1,000,000,000 shares and the higher limit shall be 4,000,000,000 shares in order to enable the directed new issue of shares.
Acquisition of Acroud Media Ltd
Acroud has, by way of the resolution on the share issuance to RIAE Media Ltd, completed the acquisition of all remaining shares in Acroud Media Ltd from RIAE Media Ltd in accordance with the press release dated 9 December 2024. RIAE Media Ltd will thereby, following registration of the share issuance, become the Company’s largest shareholder with a holding of 466,460,948 shares corresponding to approximately 39 per cent of the share capital and votes.
Minutes and complete resolutions
The minutes from the Meeting, including the complete resolutions, will be available at the Company and on the Company’s website, www.acroud.com.
For further information, please contact:
Robert Andersson, President and CEO
+356 9999 8017
Andrzej Mieszkowicz, CFO
+35699112090
ACROUD AB (publ)
Telephone: +356 2132 3750/1
E-mail: info@acroud.com
Website: www.acroud.com
Certified Adviser: FNCA Sweden AB, info@fnca.se
From May 2024 (Q1 Report) Acroud has changed reporting and company language to English. This means that Interim Reports and the correlated press releases will be issued in English only.
About ACROUD AB
ACROUD is a fast-growing global challenger that operates and develops comparison and news sites within Poker, Sports Betting and Casino. Acroud also offers SaaS solutions for the iGaming affiliate industry. In past years, a number of companies have joined the ride and thus several experienced individuals in the industry leads Acroud’s journey to become "The Mediahouse of The Future". Our mission is to connect people, Content Creators (Youtubers, Streamers, Affiliates) and businesses. We are growing fast and remain a leading global player in the industry with just over 70 people in Malta, United Kingdom, Denmark and Sweden. Acroud has been listed on the Nasdaq First North Growth Market since June 2018.