Report from the extraordinary general meeting of Clavister Holding AB held on 22 October 2020
Örnsköldsvik, Sweden, 22 October 2020. Clavister Holding AB (“Clavister” or the “Company”) held an extraordinary general meeting on Thursday, 22 October 2020 where the main resolutions passed at the meeting were as follows.More detailed information about the contents of the resolutions may be obtained from the complete notice of the extraordinary general meeting and the complete proposals, which are available on the company’s website, www.clavister.com.
Amendments of the articles of association
The meeting resolved, in accordance with the board’s proposal, on amendments of the articles of association. The limits regarding share capital in section 4 are amended from at least SEK 1,250,000 and at most SEK 5,000,000 to at least SEK 2,500,000 and at most SEK 10,000,000, and the number of shares in section 5 from at least 12,500,000 and at most 50,000,000 to at least 25,000,000 and at most 100,000,000.
Notice of an extraordinary general meeting, where amendments of the articles of association will not be considered, may be convened no later than two weeks before the meeting, instead of the former three weeks, section 8.
The number of days prior to a general meeting when a shareholder’s shares need to be registered in the share register kept by Euroclear Sweden AB (Sw. avstämningsdagen) shall be removed from section 9.
In addition to the amendments above, the meeting resolved on minor linguistic and editorial amendments.
The meeting resolved, in accordance with the board’s proposal, on a rights issue of shares mainly in accordance with the following.
- Issue volume: The Rights Issue comprises a maximum of 21,406,498 shares, with an increase of the share capital of no more than SEK 2,140,649.8. If the Rights Issue is fully subscribed, Clavister will receive proceeds of approximately SEK 149.8 million before deduction of costs related to the Rights Issue.
- Subscription price: SEK 7.00 per share. No brokerage fee will be paid.
- Record date: The record date to determine which shareholders that have the right to receive subscription rights is 29 October 2020. The last day of trading in the Company’s share including the right to participate in the Rights Issue is 27 October 2020. The first day of trading in the Company’s share excluding the right to receive subscription rights is 28 October 2020.
- Subscription rights: Existing shareholders in the Company will receive five (5) subscription rights for each share held on the record date. Six (6) subscription rights entitles the holder to subscribe for one (1) new share in the Company.
- Trading in subscription rights: 3–13 November 2020.
- Subscription period: 3–17 November 2020. The board of directors retains the right to extend the subscription period and the settlement period.
Preliminary timetable rights issue
27 October 2020 – Last day of trading incl. subscription rights
28 October 2020 – First day of trading excl. subscription rights
28 October 2020 – Publication of the Company’s interim report for the third quarter of 2020
29 October 2020 – Record date in the Rights Issue
29 October 2020 – Preliminary date for publication of the prospectus
3–13 November 2020 – Trading in subscription rights
3–17 November 2020 – Subscription period
3 November 2020 – Trading in BTA up until the Rights Issue is registered at the Swedish Companies Registration Office
20 November 2020 – Disclosure of the outcome of the Rights Issue
The meeting resolved, in accordance with the board’s proposal, on an issue authorisation. An issue of new shares can be decided with deviation from the shareholders’ pre-emption rights. Following this authorisation, no more than 4,285,720 shares may be issued. This authorisation is to include the right to issue shares with cash payment and payment by way of set-off.
To enable the company to provide for any eventual oversubscription in the proposed rights issue, and thereby add additional capital to the company, the board of directors proposes to the general meeting to authorise the board of directors to, with deviation from the shareholders' pre-emption rights, decide on a new issue of shares (a so-called over subscription option). The company can receive a maximum of MSEK 30 through the over subscription option before costs related to the issue.
Directed share issue
The meeting resolved, in accordance with the board’s proposal, on a directed issue of 7,732,275 shares at a subscription price of SEK 7.00 per share, increasing the share capital with no more than SEK 773,227.50. The company will receive MSEK 54 through the directed issue before costs related to the issue.
Investors in the directed issue comprise of a limited number of institutional and qualified investors, including, among others, Stena Finans, Consensus Asset Management, Adrigo and SPSW Capital as the manager of several German funds (UCITS and AIF).
The reason for deviating from the shareholders’ pre-emption rights is to provide additional capital to the company, to finance its continued expansion as well as to provide long-term institutional shareholders and thereby promote Clavister’s potential to develop the company with the purpose of creating added value for all shareholders. Furthermore, the company's shareholders are given the opportunity to subscribe for shares in the announced rights issue. The subscription price corresponds to the subscription price in the rights issue which is carried out at the same time.
For additional information regarding this press release, please contact:
John Vestberg, President and CEO, +46 (0)660-29 92 00 or firstname.lastname@example.org
Clavister is a leading European cybersecurity vendor with over 20 years of experience. Seated in Sweden, the company has customers—communication service providers, governments, enterprises and managed security service providers (MSSPs)—in more than 150 countries. Clavister provides unique security solutions to protect their digital assets and secure business continuity. The stock, Clavister Holding AB, is listed at Nasdaq First North, Growth Markets. FNCA Sweden AB is the company’s Certified Advisor (+46 8-528 00 399, e-mail: email@example.com).