Bulletin from extraordinary general meeting of Catella AB (publ)
Today Catella AB (publ) ("Company") held its extraordinary general meeting at which mainly the following resolutions were adopted in accordance with the proposals by the board of directors:
- To approve the incentive programme through the issue of a maximum total of 3,000,000 warrants, distributed between two series: Series 2020/2024:A, comprising a total of 1,500,000 warrants and Series 2020/2025:B, comprising a total of 1,500,000 warrants to a subsidiary of the Company with right and obligation for the subsidiary to transfer the warrants in exchange for consideration. The subsidiary is permitted to transfer a maximum of 500,000 warrants, distributed between the following series: 250,000 warrants in Series 2020/2024:A and 250,000 warrants in Series 2020/2025:B to the Company’s current CFO. The remaining 2,500,000 warrants, i.e., 1,250,000 warrants in Series 2020/2024:A and 1,250,000 warrants in Series 2020/2025:B, shall be transferred, as instructed by the board of directors of the Company, to the future CEO of the Company, future senior management personnel and other key individuals. Each warrant carries the right for the holder to subscribe for one (1) new Class B share in the Company. The warrants may be exercised for the subscription of new shares during the following periods: warrants in Series 2020/2024:A from 1 June 2024 to 15 June 2024, dates inclusive; warrants in Series 2020/2025:B from 1 June 2025 to 15 June 2025, dates inclusive. The warrants shall be transferred on market terms at a price determined using the Black & Scholes valuation model. For Series A and Series B warrants, the subscription price per share upon exercise shall be equal to 120 percent of the volume-weighted average price of the Catella (Class B) share on Nasdaq Stockholm during a period of 10 trading days from the day after the board of directors of the Company extends the offer to acquire warrants to senior management personnel and other key individuals within the Catella Group who are eligible to participate in the warrant programme. Upon full subscription and exercise of all 3,000,000 warrants, the Company’s share capital could increase by no more than SEK 6,000,000 if the price is not recalculated as provided for under the complete terms and conditions of the warrant programme. This corresponds to dilution of approximately 3.4 percent of current share capital. In the judgement of the board of directors, the incentive programme promotes the long-term financial interests of the Company because, through personal investment, senior management personnel and key individuals within the Catella Group will benefit from and endeavour to achieve long-term and positive appreciation in the value of the Company’s share.
- To approve the incentive programme in the subsidiary APAM Ltd ("Subsidiary") through the issue of Growth Shares. Participants in the programme have the right to subscribe for a maximum of 1,000 Growth Shares in the Subsidiary. Holders of Growth Shares will have the right to a specified percentage of any future growth in the value of the Subsidiary’s shares, measured from the date the Growth Shares are issued until the date the shares are actually sold/redeemed. The incentive programme is intended to encourage and motivate personnel who hold Growth Shares to work long-term to increase the value of the Subsidiary to the benefit of all shareholders, including themselves. The right to participate in the incentive programme shall accrue to the current executive team of the Subsidiary, excluding the Managing Director, and other key individuals, employees who are promoted and future employees. The incentive programme will be formalised upon today's date and will end in December 2025. The holder’s potential return/income from the Growth Shares will be based on the growth in value from the date shares are allotted until the date shares are redeemed, dates inclusive. The initial entry valuation level will be based on the Company’s acquisition price of the Subsidiary. The valuation on the redemption date will be based on the Subsidiary’s average Adjusted EBIT for the preceding two years multiplied by eight (8). The Growth Shares are entitled to 10 percent of the growth in value between the entry date and redemption date. Costs arise when the value of the Subsidiary increases and shareholder value has been created. The cost of the incentive programme has been estimated at less than EUR one million. The incentive programme is non-dilutive because the Growth Shares issued will be repurchased by the Subsidiary at the end of the programme.
- To approve the reduction of the statutory reserve for allocation to non-restricted equity.
- To approve the amendment of the Articles of Association.
For more information, please contact:
Jan Roxendal Niklas Bommelin
Chairman Investor Relations
+46 8 463 33 10 +46 8 463 34 26, +46 768 91 12 40
About Catella: Catella is a leading specialist in property investments and fund management, with operations in 14 countries. The group has assets under management of approximately SEK 140 billion. Catella is listed on Nasdaq Stockholm in the Mid Cap segment. Read more online at catella.com.