Notice of extraordinary general meeting of shareholders in Alpcot Agro AB
The Board of Directors of Alpcot Agro AB (publ) (the “Company”) has resolved to convene an extraordinary shareholders’ meeting (“EGM”) which will be held on 9 January 2012, in order to obtain approval of, inter alia, the acquisition of Landkom International plc and a new issue of shares. Refer to the separate press release of today and the press release of 20 December 2011.
The notice of the EGM is attached this press release and will be published on the Company’s website today. The notice of the EGM will be published in the Official Swedish Gazette (Post- och Inrikes Tidningar) and an announcement with information that the notice has been issued will be published in Svenska Dagbladet on Friday, 23 December 2011.
For additional information, please contact
Investor Relations +46 735 353 000
About Alpcot Agro AB (publ)
Alpcot Agro is a Swedish limited liability company incorporated in 2006. The Company's business idea is to generate an attractive return on invested capital by optimally utilizing the Company's agricultural land bank through crop production, dairy farming and other similar operations in Russia and the other CIS states. The shares in Alpcot Agro are listed on First North under the ticker ALPA and the Company's Certified Adviser is Remium Nordic AB. Additional information is available on www.alpcotagro.com
Notice of extraordinary general meeting of shareholders in Alpcot Agro AB
The shareholders of Alpcot Agro AB (publ) (“Alpcot Agro” or the “Company”) are hereby invited to the extraordinary general meeting on Monday 9 January 2012 at 10 a.m. (CET) at the offices of Kilpatrick Townsend Advokatbyrå, Hovslagargatan 5 B in Stockholm. Registration for the meeting will commence at 9.30 a.m. (CET).
NOTICE TO ATTEND
Shareholders wishing to attend the meeting must be recorded in the share register maintained by Euroclear Sweden AB on Monday 2 January 2012, as well as notify the Company of their intention to attend not later than Monday 2 January 2012. The notice shall be sent either by e-mail to info@alpcotagro.com or by mail to: Alpcot Agro AB, Birger Jarlsgatan 32B, SE-114 29 Stockholm, Sweden.
The notice of attendance should include name, personal or corporate registration number, address, telephone number, number of shares held along with information of any legal representatives, representatives or advisors. The number of advisors may not be more than two. In case of attendance through power of attorney, the power of attorney, a certificate of registration and any other proof of authority should be enclosed in the notice to attend the meeting.
Shareholders whose shares are registered in the name of a nominee must temporarily register the shares in their own names in the share register maintained by Euroclear Sweden AB in order to be entitled to attend the meeting. Shareholders wishing to re-register their shares must notify the nominee well in advance of 2 January 2012, on which date such registration must have been completed.
PROPOSAL FOR AGENDA
1. Opening of the meeting
2. Election of chairman of the meeting
3. Preparation and approval of the voting list
4. Approval of the agenda for the meeting
5. Election of one or two persons to approve the minutes of the meeting
6. Decision as to whether the meeting has been duly convened
7. Presentation of the acquisition of Landkom International plc
8. Approval of the acquisition of Landkom International plc
(a) authorization of the Board of Directors to resolve new issues of shares regarding the acquisition of all outstanding shares and all options over shares in Landkom International plc
(b) approval of the Board of Directors’ resolution on 21 December 2011 of an issue of new shares without preferential rights for the Company’s shareholders
(c) approval of participation in the new issue under 8(b) by members of the Board of Directors.
(d) approval of the Board of Directors’ resolution on 21 December 2011 of an issue of new shares without preferential rights for the Company’s shareholders with payment by set-off
9. Closing of the meeting
PRESENTATION OF THE ACQUISITION OF LANDKOM INTERNATIONAL PLC
The boards of Alpcot Agro and Landkom International plc (“Landkom”) announced on 20 December 2011 that they had reached an agreement on the terms of the recommended acquisition by Alpcot Agro of the entire issued and to be issued share capital of Landkom (the “Acquisition”). The Acquisition is further described in the press release issued by Alpcot Agro on 20 December 2011. The press release is available on Alpcot Agro’s webb site www.alpcotagro.com.
The Acquisition is to be effected by a scheme of arrangement under section 157 of the Isle of man Companies Act 2006 (as amended) (“Scheme”) and requires approval of shareholders in both Alpcot and Landkom and the sanction of the Scheme by the High Court of Justice of the Isle of Man.
Pursuant to the terms of the Scheme, Landkom shareholders will receive one (1) new Alpcot Agro share for every 22.16 Landkom shares held at the record date for the Scheme, in aggregate 19,631,239 Alpcot Agro shares. In addition, Alpcot Agro will issue up to 686,316 Alpcot Agro shares to holders of options over Landkom shares as consideration for such options. Consequently, the Acquisition will result in the issue of an aggregate number of approximately 20,317,555 new Alpcot Agro shares to Landkom shareholders and holders of options over Landkom shares. These new Alpcot Agro shares would represent approximately 17 per cent of the enlarged issued share capital of Alpcot Agro on the effective date of the Scheme (excluding any shares issued pursuant to the new issue of shares, see below).
The Scheme is conditional, inter alia, upon a new issue of shares in Alpcot Agro whereby Alpcot Agro raises a minimum of USD 20 million becoming unconditional. The Board of Alpcot Agro resolved on 21 December 2011 to issue in aggregate 19,771,429 shares at a subscription price of SEK 7 per share. The new issue was resolved subject to approval of a shareholders’ meeting and the resolution is submitted to this shareholders’ meeting for such approval. The new issue is for technical reasons divided into four separate resolutions.
As previously announced, Alpcot Agro has received binding subscriptions for 19,771,429 shares corresponding to an aggregate subscription amount of SEK 138,400,003, corresponding to approximately USD 20.0 million.
The new issue of shares is conditional upon: (i) the passing of the resolutions to duly approve: (a) such new issue of shares and (b) the acquisition of the entire issued and to be issued share capital of Landkom by Alpcot Agro pursuant to the Scheme, by Alpcot Agro’s shareholders at the extraordinary general meeting contemplated to be held on 9 January 2011; (ii) Alpcot Agro receiving binding subscriptions of shares in respect of an aggregate subscription amount of not less than USD 20 million; (iii) the Scheme becoming effective under the Isle of Man Companies Act 2006 (as amended); and (iv) all conditions to the Scheme being fulfilled or waived save for the condition that the conditions to such new issue of shares are satisfied.
The conditions to the Scheme are further described in the press release issued by the Company on 20 December 2011 and in the Announcement Letter that is available for download on www.alpcotagro.com.
PROPOSALS FOR RESOLUTIONS
The Board proposes that the meeting approves the Acquisition and the new issues of shares resolved by the Board on 21 December 2011 and that the meeting passes resolutions in accordance with the proposals set out below. The proposals under 8(a), 8(b) and 8(d) are conditioned on each other and in order to make each resolution valid the meeting must approve all three proposals.
Item 8(a): The Board proposes that the meeting authorizes the Board to resolve, at one or more occasions prior to the next annual general meeting and without pre-emption rights for existing shareholders, to issue new shares with payment in kind in the form of shares and options over shares in Landkom. Based on the exchange ratio Alpcot Agro will issue in total 20,317,555 new shares to the shareholders and holders of options over shares in Landkom. The number of issued shares may change slightly due to rounding effects.
Item 8(b): The Board proposes that the meeting resolves to approve the resolution by the Board on 21 December 2011 to issue 16,771,429 shares (each share with a quota value of SEK 5) at a subscription price of SEK 7 per share. The new issue is made principally to Swedish and foreign institutional investors without preferential rights for existing shareholders. The new issue was fully subscribed on 21 December 2011. Distribution of confirmation to the subscribers of the new shares will be made on the date the Scheme becomes effective which is expected to take place on or about 26 January 2012 and payment of the new shares shall be made within three days thereafter.
Item 8(c): In total 2,100,000 shares in the new issue under item 8(b) have been subscribed, directly or through companies, by Björn Lindström (500,000 shares), Simon Hallqvist (1,500,000) shares and Sven Dahlin (100,000 shares), who are members of the Board of Directors of Alpcot Agro. In order to enable these members of the Board to participate in the new issue, a separate resolution by the meeting with supermajority (see below) is required. If the meeting resolves not to approve these subscriptions, can the shares subscribed by the said members of the Board be allocated to someone else.
Item 8(d): The Board proposes that the meeting resolves to approve the resolution by the Board on 21 December 2011 to issue 3,000,000 shares (each share with a quota value of SEK 5) at a subscription price of SEK 7 per share. The new issue is made to Amaco without preferential rights for existing shareholders. Subscription of the new shares was completed on 21 December 2011. Payment of the new shares shall be made by set-off of Amaco’s claims on Alpcot Agro. The set-off is a part of the Acquisition and includes an purchase by Alpcot Agro of claims against a subsidiary of Landkom with payment against a promissory note. This promissory note will be used for subscription of shares in the new issue with payment by set-off.
The subscription price has been resolved through a book-building process. In the opinion of the Board the subscription price is at market considering the current market conditions. The reason for the deviation from the shareholders’ pre-emption rights is to secure that Alpcot Agro can raise sufficient capital in order to fulfill the conditions for the Acquisition.
A resolution of the meeting to approve the proposal under item 8(a) requires, in order to be valid, a simple majority vote.
A resolution of the meeting to approve the proposals under item 8(b) and 8(d) shall, in order to be valid, be supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the meeting.
A resolution of the meeting to approve the proposal under item 8(c) shall, in order to be valid, be supported by shareholders representing at least nine tenths of the votes cast as well as of the shares represented at the meeting.
DOCUMENTS ETC.
The total number of shares and votes in the Company amount to 99,197,472 as per the date of this notice.
The Board of Directors’ complete proposal for resolutions under items 8(a), 8(b), 8(c) and 8(d) and other documents pursuant to the Swedish Companies Act will be available on the Company website, www.alpcotagro.com, as well as at the offices of the Company at Birger Jarlsgatan 32B in Stockholm not later than from 23 December 2011 onwards. Copies of the documentation will be sent upon request to shareholders who provide their postal or email address. The documentation will also be presented at the meeting.
Stockholm, December 2011
The Board of Directors