Notice to attend Extraordinary General Meeting of Nickel Mountain Group AB (publ)
The text in English is an unofficial translation of the Swedish original wording. If there are differences between the English translation and the Swedish original, the Swedish text will take precedence.
Shareholders are herewith invited to attend an Extraordinary General Meeting ("EGM" or "Shareholders' Meeting") of Nickel Mountain Group AB (publ), 556227-8043, (the “Company”), which will be held on Tuesday, November 17, 2015 at 11.00 am CET at Wistrand Advokatbyrå, Regeringsgatan 65 in Stockholm, Sweden.
Right to attend and notice to the Company
Those wishing to attend the meeting must
- be entered as a shareholder in the share register kept by Euroclear Sweden AB on Wednesday, November 11, 2015 (see also below as regards shares held in a nominee account), and
- give notice of attendance to the Company at its address Hovslagargatan 5B, 111 48 Stockholm, Sweden, by telephone +46 8-402 28 00, by facsimile +46 8-402 28 01 eller per e-mail till torbjorn.ranta@nickelmountain.se no later than 4.00 pm CET Friday November 13, 2015.
When giving notice of attendance, please state the shareholder’s name, social security number or corporate registration number, address and shareholding, as well as any proxies or assistants (maximum two assistants).
Shareholding in the name of a nominee
To be entitled to participate in the meeting, those whose shares are registered in the name of a nominee must register the shares in their own name with the help of the nominee, so that he or she is entered in the share register kept by Euroclear Sweden AB.
Shareholders must inform the nominee in due time ahead of the 11th of November 2015, which is the latest date when such registration must be effected in order to be reflected in the share register of Euroclear Sweden AB at that date.
Shareholders registered in the Norwegian Verdipapirsentralen (VPS) must, in order to be eligible to vote at the EGM, request a temporary entry as shareholders in the share register kept by Euroclear Sweden AB in order to be entitled to participate in the meeting. Shareholders wishing to attend the meeting must give notification to such effect to DNB Bank ASA by regular mail to the address DNB Bank ASA, Verdipapirservice, Postboks 1600 Sentrum, 0021 Oslo, Norway, by fax: +47 24 05 02 56 or by e-mail to vote@dnb.no no later than 12.00 noon CET on Monday, November 9, 2015, in order for DNB Bank to be able to ensure that an entry is made in the share register kept by Euroclear Sweden AB by Wednesday, November 11, 2015, which is the day when such entry must have been executed. Following the meeting, DNB Bank will arrange for the shares to be re-registered in the Norwegian Verdipapirsentralen.
Proxies etc.
Those who do not attend the meeting in person may exercise his or her rights at the meeting through a proxy. A proxy shall be presented in written proxy form, signed and given a date which at the date of the EGM shall be no older than five years. An original proxy shall in due time ahead of the EGM be sent to the Company at the above stated address. A template proxy form will be available at the Company and on the Company’s website www.nickelmountain.se. A proxy form issued by a legal entity must be accompanied by an original or certified copy of the certificate of registration or a corresponding document of authority for the legal entity.
Proposed agenda
1. Opening of the meeting
2. Election of chair of the meeting
3. Preparation and approval of voting list
4. Adoption of agenda
5. Election of one or two persons to check the minutes of the meeting
6. Determination of whether the meeting has been duly convened
7. Decision on conclusion of consultancy agreement with Ferncliff TIH II AS relating to services in conjunction with the acquisition of ALD Abogados S.L.
8. Approval of the acquisition of ALD Abogados S.L.
9. Resolution on change of Articles of Association, introduction of a new share series, change of the Company’s business, change of name etc.
10. Approval of the proposal by the Board of Directors to carry out a directed issue of shares of series A.
11. Approval of the proposal by the Board of Directors to carry out an issue in kind of shares of series A.
12. Approval of the proposal by the Board of Directors to carry out a rights issue.
13. Resolution to carry out an Employee Stock Option Program.
14. Approval of the proposal by the Board of Directors to issue warrants.
15. Approval of the proposal by the Board of Directors to discontinue the mineral exploration business by divesting or winding up these operations.
16. Closing of the meeting
Proposals by the Board of Directors
Election of chair of the meeting (item 2)
The Company’s Nomination Committee proposes that Mr. Per Dalemo be elected Chair of the Extraordinary General Meeting.
Decision on conclusion of consultancy agreement with Ferncliff TIH II AS (item 7)
Ferncliff TIH II AS has rendered services in connection with the acquisition process relating to ALD Abogados S.L. which the Board of Directors considers having been beneficial to the Company. In view of a potential partiality and related party issues associated with this agreement, the Board of Directors has decided to submit the decision to the EGM. The Board of Directors thus proposes that the Shareholders’ Meeting approve of the Company entering in to an agreement with Ferncliff TIH II AS according to which Ferncliff TIH II AS is entitled to a success fee amounting to NOK 4,000,000 conditional upon the acquisition of ALD Abogados S.L. being completed.
Approval of the acquisition of ALD Abogados S.L. (item 8)
The Company has, indirectly via the subsidiary Aguamenti Investments S.L., entered in to a conditional agreement relating to acquisition of all shares of ALD Abogados S.L. for a consideration of approximately NOK 166 million, whereof NOK 120 million is a cash consideration and NOK 46 million is payable in kind by issuing not more than 47 million new shares of series A, in accordance with item 11 below. A certain limited part of the cash consideration is performance related and will be paid out later on depending on the economic results of ALD Abogados S.L. during full financial year 2015. The Company has guaranteed the subsidiary’s fulfillment of its obligations under the conditional acquisition agreement provided the Extraordinary General Meeting approves of the acquisition.
For further information relating to the acquisition the Board of Directors makes reference to the press release dated October 16, 2015.
The Board of Directors considers that the acquisition of ALD Abogados S.L. is, inter alia in view of the difficulties of continuing the development program of the Group’s mineral properties, of benefit to the Company. The Board of Directors therefore proposes that the Shareholders’ Meeting approve of the acquisition and of the Company’s guarantee relating to the subsidiary’s fulfillment of the obligations under the conditional acquisition agreement.
Resolution on change of Articles of Association, introduction of a new share series, change of the Company’s business, change of name etc. (item 9)
In view of the Company’s planned acquisition of ALD Abogados S.L. in accordance with the press release dated October 16, 2015, and also in view of what has been stated under item 8 above, the Board of Directors proposes to amend the Articles of Association of the Company so that the Company’s business also includes to, directly or through subsidiaries or via co-operations with others, conduct debt collection work, extend financial and administrative services, legal and invoicing services, acquire debt as well as therewith associated activities. The Board further proposes that the Company’s new name be:
As a first alternative: Aldexa AB;
Secondly, if this is not possible: Aldexa Group AB;
Thirdly: Aldexa Credit Partner AB;
As a fourth option: Aldexa Capital Partner AB;
Or, as a fifth alternative: Aldexa Credit Management AB;
conditional upon any of these names getting registered and approved by the Swedish Companies Registrar (“Bolagsverket”).
As a consequence of items 10, 11, 12 and 14 of the agenda, the Board of Directors proposes that the Shareholders’ Meeting approve of new Articles of Association containing new limits of the share capital. The limits are proposed to be increased from a current minimum level of SEK 32 million and current maximum level of SEK 128 million to a minimum level of SEK 82,062,500 and a maximum level of SEK 328,250,000. This implies that the minimum amount of outstanding shares after this decision is 164,125,000 and the maximum permitted amount of outstanding shares is 656,500,000.
Approval of the new Articles of Association also implies that the Company may issue two different series of shares, ordinary shares and shares of series A. Shares of series A give right to 0.999 votes per share while ordinary shares carry 1 vote per share. Shares of each series may be issued up to the total limits of the share capital. When it comes to preemptive rights, the Articles of Association shall determine the following:
If the Company decides to issue new shares payable by cash or by debt set-off, then existing shares shall give preferential rights to subscribe to new shares of the same series in a quantity proportional to the existing number of shares of the same series (primary preferential rights). Newly issued shares not subscribed in accordance with the primary preferential rights shall be offered to all existing shareholders (secondary preferential rights). If the remaining quantity of shares offered in accordance with the secondary preferential rights do not suffice, then such remaining quantity of shares shall be allocated to the subscribers in proportions corresponding to the subscribers’ relative existing total shareholding in the Company. If full allocation cannot be accomplished in this way concerning any share(s), any remaining allocation shall take place by drawing of lots.
If the Company decides to issue new shares of one only series payable by cash or by debt set-off, then all existing shareholders shall have preemptive rights to subscribe to these shares proportionate to their existing shareholdings.
What is stated above does not constitute a limitation to announce a directed issue payable by cash or by debt set-off with a deviation from the existing shareholders’ preferential rights.
What is stated above relating to the shareholders’ preferential rights shall also be applicable on any issues of warrants and convertible debentures.
If the Company increases the share capital by conducting a bonus issue, then new bonus shares shall be issued in both share series in the same proportions as given prior to the bonus issue. At such occasions existing shares of each share series shall give preferential rights to new bonus shares of the corresponding share series.
What is stated in the preceding paragraph shall not imply limitations, following corresponding amendments to the Articles of Association, to issue bonus shares of a new series.
Shares of series A shall be subject to conversion in accordance with the Articles of Association, whereby such shares shall automatically convert to ordinary shares as soon as the Swedish FSA (Swedish Financial Supervisory Authority) has approved of a prospectus, which the Company intends to submit in accordance with the issues proposed under items 10, 11 and 12 below.
A decision relating this item is conditional on the Shareholders’ Meeting approving of proposals presented under items 10 – 12 below. This decision demands consent by at least 2/3 of the shares and votes present at the Shareholders’ Meeting.
Approval of the proposal by the Board of Directors to carry out a directed issue of shares of series A (item 10)
The Board of Directors proposes that the Shareholders’ Meeting decide on a directed issuance of shares of series A, where the eligible subscribers shall be a group of predefined investors, thereby increasing the share capital by a maximum amount of SEK 200,000,000 by issuing maximum 400,000,000 new shares, each with a quota value of SEK 0.50 and in accordance with the following main conditions:
a) A group of predefined investors shall have priority when it comes to subscribing to the new issue.
b) The new shares will be issued at a price of NOK 1 per share (which will then get converted to SEK according to the current exchange rate NOK/SEK). The basis for the issue price is the market value of the share, which has been subject to negotiations with the new investors.
c) The new shares will be subscribed by executing a subscription list latest on November 17, 2015. Payment for the new shares shall be made in cash at the latest within three banking days from the date of deciding on the issue.
d) Allocation of new shares will be decided by the Board of Directors by inter alia considering the existing shareholding by the investors in the Company, and the value and benefit of the new investors to the Company.
e) In case the full number of shares cannot be allocated based on the principles outlined in d) above, the rest of the new shares shall be allocated to guarantors who have entered in to underwriting agreements with the Company, with the individual allocations established in relation to the size of the undertakings and, if this is not enough, by lot drawing.
f) The Board of Directors may, solely at its own discretion if necessary, prolong the subscription and payment periods.
g) The difference between the subscription price per share and the quota value per share (converted from NOK to SEK) shall be allocated to the surplus fund.
h) The completion of the new share issue is conditional on the Shareholders’ Meeting approving of new Articles of Association in accordance with the proposal in item 9 above.
The reasons for deviating from the existing shareholders’ preferential rights and for determining the issue price are, as the Board of Directors considers, as follows:
The new issue primarily aims at enabling a broadening and expansion of the Company’s business, and in particular to enable the acquisition of ALD Abogados S.L. In addition, the Company wishes to diversify the ownership structure. A directed issue to certain pre-defined outside investors and existing shareholders has, in view of the time constraints relating to the ALD Abogados S.L. acquisition and the financing thereof, been judged as the most suitable way of achieving the objectives of the new issue.
The issue price has been determined by conducting negotiations with the new external investors. At the date of the announcement of the new share issue and the new business direction, the issue price incorporated a premium in relation to the trading-weighted average share price of the Company during a period of one month preceding the 14th of October 2015 of some 46 percent.
This decision demands consent by at least 2/3 of the shares and votes present at the Shareholders’ Meeting.
Those shareholders subscribing to shares in the directed issue described in this item 10 shall not subscribe for new shares in the rights issue described below in item 12.
Approval of the proposal by the Board of Directors to carry out an issue in kind of shares of series A (item 11)
The Board of Directors proposes that the Shareholders’ Meeting decide on an issue in kind of shares of series A, where the eligible subscribers will be Mrssr. David Martin Ibeas and Andres Lopez Sanchez, thereby increasing the share capital by a maximum of SEK 23,500,000 through the issue of maximum 47,000,000 new shares, each with a quota value of SEK 0.50. The conditions for the issue shall mainly be:
a) Mrssr. David Martin Ibeas (not more than 23,500,000 shares) and Andres Lopez Sanchez (not more than 23,500,000 shares) shall have the right to subscribe for the shares in this issue in kind.
b) The new shares will be issued at an issue price of NOK 1 per share (which will then get converted to SEK according to the current exchange rate NOK/SEK). The basis for the issue price is the market value of the share, which has been established in direct negotiations with Mrssr. David Martin Ibeas and Andres Lopez Sanchez.
c) The new shares will be subscribed by executing a subscription list latest on November 17, 2015. Payment for the new shares shall be made by contributing a claim of 5 million Euro on the Company’s subsidiary Aguamenti Investments S.L. as payment in kind. The claim will get converted to Norwegian NOK in accordance with the exchange rate EUR/NOK applicable at the time of the subscription in order to derive the exact number of shares to be issued in return for the claim, however not more than the maximum amount stipulated above.
d) The Board of Directors may, solely at its own discretion if necessary, prolong the subscription and payment periods.
e) The difference between the subscription price per share and the quota value per share shall be allocated to the surplus fund.
f) The completion of the new share issue is conditional on the Shareholders’ Meeting approving of new Articles of Association in accordance with the proposal in item 9 above.
Approval of the proposal by the Board of Directors to carry out a rights issue (item 12)
The Board of Directors proposes that the Shareholders’ Meeting decide on a rights issue of ordinary shares with preferential rights for existing shareholders. In such way the share capital shall be increased by not more than SEK 30,000,000 by issuing not more than 60,000,000 new ordinary shares, each with a quota value of SEK 0.50. The conditions for the rights issue shall mainly be:
a) Shareholders of the Company being entered in the share register of the Company maintained by Euroclear Sweden AB on November 24, 2015 (the record date) shall have pre-emptive rights to subscribe to new ordinary shares in proportion to the existing number of ordinary shares or A-series shares held on the record date. For each share held on the record date, irrespective of share class, they will get allotted subscription rights relating to new ordinary shares. Those shareholders subscribing to shares in the directed share issue described above in item 10 do neither intend to subscribe to shares in the preferential rights issue nor trade in subscription rights relating thereto.
b) The Board, or those authorized by the Board, are mandated to latest on the day taking place 5 (five) banking days before the record date, establish the exact amount, or the minimum or maximum amount, by which the Company’s share capital shall be increased (however within the limits determined above in item 9), the exact number of shares, or the minimum or maximum number of shares, which shall be issued as well as the subscription price payable for each new issued share.
c) Subscription of new shares with subscription rights shall be made against cash payment or, when the Board deems this cannot be done for practical or administrative reasons, by signing a separate subscription list, during the period, from and including 27 November or on such later date beginning on the third banking day following official approval and registration of the prospectus by the Swedish Financial Supervisory Authority and for a period of two weeks thereafter. Notification of subscription of shares without subscription rights shall be made on a separate subscription list during the same period of time. Payment for shares subscribed for without subscription rights shall be made in cash in accordance with instructions on a contract note issued by the emitting bank showing allocation of shares, however at the latest three (3) banking days after sending the contract note. The Board shall have the right to prolong the subscription period and the time for payment.
d) Should not all ordinary shares be subscribed for with subscription rights existing on the record date, the Board will decide on allocation of ordinary shares to be subscribed for irrespective of subscription rights existing on the record date. Allocation shall in such event take place in the following order:
– Allocation will then be made firstly to subscribers with subscription rights irrespective if the subscriber was a shareholder on the record date or not, and in the event of oversubscription, in relation to the total number of subscription rights subscribed, and if this cannot be computed, by drawing of lots.
– Secondly, allocation shall be made to persons having guaranteed the rights issue after agreement with the Company, pro rata in relation to what has been guaranteed by such person, and if this cannot be computed, by drawing of lots.
e) The difference between the quota value per share and the subscription price per share (converted to SEK from NOK) shall be allocated to the surplus fund.
The completion of the new share issue is conditional on the Shareholders’ Meeting approving of new Articles of Association in accordance with the proposal in item 9 above.
The purpose of the rights issue is to enable shareholders not participating in the directed issue according to item 10 above to subscribe for shares on the same conditions.
The right issue is conditional on a sufficient participation degree in the rights issue (also taking in to account the directed issue proposed in item 10) being reachable in the opinion of the Board of Directors. The rights issue proposed in this item 12 may in such way be withdrawn under certain conditions.
Decision according to this item is conditional on the Shareholders’ Meeting approving of the new issue proposed under item 10 above.
Resolution to carry out an Employee Stock Option Program (item 13)
The Board of Directors proposes that the Shareholders’ Meeting approve of the following Employee Stock Option Program. The employee stock options shall be granted free of charge and shall be allocated to the Company’s future CEO and to the future Head of Strategy and projects, as well as to other incoming key personnel.
The total number of options that may be issued will amount to not more than 55.5 million and be allocated with 16.5 million to the new CEO and with 10.5 million to the new Head of Strategy and projects and with between 0.3 million – 9 million to each of 6 different key managers. 10.5 million options shall in the future be allocated to other incoming key personnel.
The employee stock options are issue on the following conditions:
- 27% may be exercised to new ordinary shares after 12 months from issue date and have a strike price equal to 1 NOK per new share.
- 27% may be exercised to new ordinary shares after 24 months from issue date and have a strike price equal to 1.15 NOK per new share.
- 27% may be exercised to new ordinary shares after 36 months from issue date and have a strike price equal to 1.25 NOK per new share.
- 19% may be exercised to new ordinary shares after 48 months from issue date and have a strike price equal to 1.30 NOK per new share.
Total allocated options shall be allocated in equal proportions to each tranche as described above.
Each employee stock option entitles to subscription of 1 (one) new ordinary share.
The final term of the employee stock options is December 31, 2020. The options are not transferrable.
The reason for the proposal is that a long term personal ownership engagement in the Company by the employees may be expected to stimulate their increased interest in the business and its financial results, to increase motivation in general and the sense of cohesion with the Company.
The Board of Directors therefore considers that the proposal is in the interests of the company and its existing shareholders.
Approval of the proposal by the Board of Directors to issue warrants (item 14)
The Board of Directors proposes that the Company issues, free of charge, maximum 55.5 million warrants, split on 4 series. Series 2015:1, 2015:2 and 2015:3 each comprise 15 million warrants while as series 2015:4 encompasses 10.5 million warrants. The entitled subscribers are, with a deviation from the existing shareholders’ preferential rights, a subsidiary controlled by Nickel Mountain Group AB. This subsidiary has the right and the duty to fulfill the obligations of the Company in accordance with the above described proposal to issue employee stock options.
The strike price of each series is determined in accordance with the conditions of the employee stock options described above. The warrants of series 1 – 4 may be exercised from and including January 1, 2016 to and including December 31, 2020.
Fully exercised the warrants will lead to a dilution of the capital and votes of the Company amounting to approx. 8.5 percent.
The reason for the deviation from the shareholders’ preferential rights is to guarantee completion of the obligations of the Company in respect of the employee stock option program described above.
Since the subsidiary will transfer the warrants to the participants of the employee stock option program in order to fulfill the option program, a permission for the transfer is needed in accordance with the Swedish Law on Companies, Chapter 16 section 4, second paragraph. The Board of Directors therefore proposes that the Shareholders’ Meeting approve of the subsidiary’s transfer of warrants within the framework of the employee stock option program. A decision on this item demands consent by at least 9/10 of the shares and votes present at the Shareholders’ Meeting.
The complete proposal by the Board of Directors will be available at the website of the Company as from October 27, 2015 and will be sent by mail to any shareholders so requesting.
Approval of the proposal by the Board of Directors to discontinue the mineral exploration business by selling or winding up the operations item (15)
In accordance with what has been publicly communicated, the Company in June 2015 decided to temporarily stop the investment program relating to the mineral properties in the Rönnbäcken nickel project (RNP). The Board of Directors has thereafter in more detail analyzed the possibilities to continue the development program of the RNP. Given the acquisition of ALD Abogados S.L., and the Board’s view on continued investment activities relating to the RNP, the Board of Directors proposes that the Shareholders’ Meeting resolve to authorize the Board to discontinue the mineral business in the subsidiaries Nickel Mountain Resources AB (publ) and Nickel Mountain AB by either selling one or both of these subsidiaries or otherwise by selling the assets of the subsidiaries. In case the Board does not succeed with any of these attempts, the Shareholders’ Meeting is proposed to give authorization to the Board of Directors to fully terminate operations of Nickel Mountain Resources AB (publ) and Nickel Mountain AB.
____________________________
Documents
The Board’s complete proposals relating to items 9, 10, 11, 12, 13 and 14 and other related documents according to the Swedish Law on Companies will be available at the office of the Company and on the Company’s website www.nickelmountain.se as from three weeks before the date of the EGM and to the date of the EGM. Copies of relevant documents will be sent to those shareholders who so request and state their postal address. The documents will also be available at the EGM venue.
Shareholders are reminded of their rights at the EGM to put questions to the Board of Directors and to the Managing Director in accordance with the Swedish Law on Companies, chapter 7 § 32.
Shares and votes
As per the day of this notice, the total number of shares and votes in the Company is 90,809,360.
____________________________
Stockholm in October 2015
Nickel Mountain Group AB (publ)
The Board of Directors
Torbjörn Ranta
Managing Director
Tel: 46 8 402 28 00
Mobile: 46 708 855504
E-mail: torbjorn.ranta@nickelmountain.se