Avidly Plc considers arranging a rights issue
Avidly Plc considers arranging a rights issue. The Board of Directors of Avidly aims to amend its proposal to the General Meeting to be held on 1 April 2020 concerning the authorization to issue shares.
Avidly Plc, company release, 26 March 2020 at 9.20 EET
Possible rights issue
The board of directors of Avidly Plc (the “Company”) has today resolved to commence preparations in order to strengthen the Company’s equity by share issue with pre-emptive subscription rights for Company’s shareholders. The maximum amount of capital to be raised by the share issue, would be EUR 2.5 million.
In the contemplated rights issue, one existing Company share would grant one freely transferrable subscription right, which would entitle to subscribe for one new share with subscription price of EUR 1.00.
The rights issue is intended to be arranged as soon as possible and no later than 30 June 2020, pursuant to the authorisation to issue shares granted to the Company’s board of directors.
In case the rights issue is arranged, the Company shall separately later publish explicit definitive terms and conditions of the rights issue and a basic information document compliant with the Securities Markets Act.
The proposal of the board of directors to the annual general meeting, concerning the authorisation to issue shares to be granted to the board of directors
The board of directors of Avidly has disclosed its proposals to the Company’s annual general meeting, to be held on 1 April 2020, in a notice to the annual general meeting dated 10 March 2020. As part of the proposals, the board of directors has proposed that the general meeting shall resolve to authorize the board of directors to resolve upon a share issue, which includes the transfer of treasury shares or issue of option rights and other special rights entitling to shares. The maximum amount of shares to be issued pursuant to the authorisation proposed by the board of directors in the notice is 1,500,000.
In the annual general meeting convened for 1 April 2020, the board of directors will amend its proposal so that the maximum amount of shares to be issued pursuant to the authorisation would be 3,700,000.
The share issue authorisation, in accordance with the amended proposal of the board of directors, would render possible arranging the contemplated rights issue in order to strengthen Avidly’s equity. Additionally, the board of directors is considering a three-year maximum 700,000 shares stock-based management incentive plan, to which the authorisation would be used. The purpose of the share issue and incentive plan is to ensure the Company’s continuity and growth opportunities also after the COVID-19 pandemic.
The amended proposal of the board of directors would as a whole read as follows:
Authorizing the board of directors to resolve upon a share issue, which includes transfers of treasury shares and issues of option or other special rights entitling to shares
The board of directors proposes to the general meeting that the general meeting would resolve to authorize the board of directors to resolve upon one or more share issues without payment and/or share issues against payment. The authorization includes the right to issue new shares or to transfer treasury shares possessed by Avidly Plc or to resolve upon issuing of option rights and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1. The maximum amount of shares that can be issued under the authorization, either by issuing new shares, transferring treasury shares possessed by Avidly Plc or by issuing option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1, is 3,700,000 shares. The amount corresponds to approximately maximum of 59.8 percent of all shares in Avidly Plc, after all shares that can be issued and/or all treasury shares that can be transferred and/or all shares that can be issued based on option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1 have been issued and/or transferred pursuant to a decision made under the authorization.
The authorization shall not limit the right of the board of directors to resolve upon directed issues of shares or option and other special rights entitling to shares as set out in the Finnish Limited Liability Companies Act 10 Section 1. The authorization shall be used in connection with arrangements that are important to Avidly Plc, such as in transactions and business acquisitions or in connection with financing of other business arrangements or investments. The authorization may also be used for expanding Avidly Plc’s ownership structure, providing incentives to Avidly Plc’s employees or for strengthening employee engagement or in connection with other applicable situations as resolved upon the board of directors from time to time, provided that there are weighty financial grounds for issuing shares or option or other special rights set out in the Finnish Limited Liability Companies Act Chapter 10 Section 1. The pre-emptive subscription right of shareholders can be deviated from in the event Avidly Plc has weighty financial ground for such deviation, or when required by the Finnish Limited Liability Companies Act, when Avidly Plc has especially weighty financial ground.
The authorization would be valid until 30 June 2021.
AVIDLY PLC
BOARD OF DIRECTORS
Additional information:
Jari Tuovinen, Chairman of the board of directors, tel. +358 500 593 000
Oaklins Merasco Oy acts as Avidly Plc’s Certified Advisor, tel. +358 9 6129 670
Avidly is Finland’s leading marketing service provider and a leading marketing automation company in the Nordics, listed on the Nasdaq First North Growth marketplace in Helsinki. We create an atmosphere for growth to take our customers forward. We are a team of more than 250 navigators and explorers, makers and shakers in 16 locations in Finland, Sweden, Norway, Denmark and Germany. Read more: investors.avidlyagency.com/en