Communiqué from extraordinary general meeting in Dicot AB (publ)
An extraordinary general meeting in Dicot AB (publ) was held on 22 August 2019 at Advokatfirman Lindahl’s office on Vaksalagatan 10 in Uppsala whereby the shareholders resolved on the following matters.
Resolution to amend the company’s articles of association
The extraordinary general meeting resolved to amend the company’s articles of association with respect to the limits of the company’s share capital (section four) and the limits of the number shares in the company (section five) in accordance with the following.
Aktiekapitalet skall vara lägst 500 000 kronor och högst 2 000 000 kronor.
5. Antal aktier
Antalet aktier skall vara lägst 4 000 000 och högst 16 000 000.
Aktiekapitalet skall vara lägst 875 000 kronor och högst 3 500 000 kronor.
5. Antal aktier
Antalet aktier skall vara lägst 7 000 000 och högst 28 000 000.
Resolution on approval of the board of directors’ decision to issue so-called units with pre-emption rights for existing shareholders
The extraordinary general meeting resolved to approve the board of directors’ decision to issue 7,790,823 so-called units with pre-emption rights for existing shareholders in on the terms and conditions set out below. Each unit comprises one (1) newly issued share in the Company and one (1) warrant, which means that not more than 7,790,823 shares and not more than 7,790,823 warrants may be issued.
The board of directors’ resolution entails that the Company’s share capital may increase by not more than 1,947,705,76 SEK (of which not more than 973,852,88 SEK refers to an increase due to an issue of shares, and not more than 973,852,88 SEK refers to an increase due to an issue of warrants).
- The right to subscribe for units shall belong to those persons who on the record date for the new issue of shares are recorded as shareholders of the company, where one (1) existing share shall entitle to one (1) unit right. One (1) unit right entitles to subscription of one (1) unit, i.e. one (1) newly issued share in the Company and one (1) warrant.
- In the event that all units are not subscribed for with pre-emption rights the board of directors shall, within the limit of the maximum number of units to be issued, resolve on allocation of units that are not subscribed for with pre-emption rights. Such allocation shall firstly be made to subscribers that have used unit rights in the issue in relation to the amount of unit rights that each subscriber has used to subscribe for new units and secondly to other subscribers in relation to subscribed amount, and if this cannot be made, through drawing of lots.
- The record date for participation in the new issue of units shall be 30 August 2019.
- Subscription with pre-emption rights shall be made by cash payment during the period from 3 September 2019 to 17 September 2019. Payment for units subscribed for with pre-emption rights shall be made in full no later than five days after information regarding allotment has been sent. The board of directors shall have the right to extend the subscription and payment period.
- Subscription without pre-emption rights shall be made on a subscription list during the period from 3 September 2019 to 17 September 2019. Payment shall be made by cash payment no later than five banking days after information regarding allotment has been sent. The board of directors shall have the right to extend the subscription and payment period.
- Each unit it issued at a subscription price of SEK 2.60 per unit, which corresponds to a subscription price of SEK 2.60 per share. The warrants are not issued against payment.
- Each warrant shall entitle to subscription of one (1) new share in the Company at a subscription price corresponding to the average volume-weighted share price of the Company’s share during the period from 14 September 2020 up to and including 25 September 2020, however, not less than SEK 2.60 per share and not more than SEK 5.20 per share.
- Subscription of shares by exercise of warrants shall be made in accordance with the terms for the warrants from 1 October 2020 to 15 October 2020.
- The warrants are covered by the customary terms and conditions in a specific appendix.
- The new shares entitle to dividends for the first time on the first record date for dividend that take place after the issue of new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
Resolution on authorisation to the board of directors
The extraordinary general meeting resolved to authorise the board of directors, for the time until the next annual general meeting, to increase the company’s share capital by not more than 100,000 SEK through an issue of not more than 800,000 shares. The board of directors shall be authorised to adopt decisions on issues at one or several occasions, with or without deviation from the shareholders' pre-emption rights and/or by an issue in kind, by way of set-off or otherwise on conditions in accordance with the Swedish Companies Act.
An issue in accordance with the authorisation shall be on market conditions. The board of directors shall be authorised to decide on the terms and conditions regarding issues under the authorisation and what persons shall be entitled to subscribe for the shares. The reason that the board of directors shall be authorised to resolve on an issue with deviation from the shareholders’ pre-emption rights and to resolve on an issue in kind or an issue by way of set-off or otherwise on such terms and conditions as referred to above, is that the company shall be able to comply with its obligations under agreements with guarantees by reason of the rights issue of units.
The resolutions from the extraordinary general meeting were adopted unanimously.
Uppsala on 22 August 2019
Dicot AB (publ)
The board of directors
For further information, please contact:
Göran Beijer, CEO
Telephone: +46 (0) 706 63 60 09
Dicot's business concept is to develop LibiguinTM as a drug for treatment of sexual dysfunctions. Up to clinical phases, the development takes place in-house. It is the intention of the company to subsequently enter into strategic alliances at appropriate times, or alternatively conduct a trade sale, with established major pharmaceutical companies to be able to introduce LibiguinTM on the world market. Dicot is listed on the Spotlight Stock Market and has approximately 700 shareholders. For more information, see www.dicot.se.