NOTICE OF EXTRAORDINARY GENERAL MEETING IN elicera therapeutics AB
The shareholders of Elicera Therapeutics AB, org.nr 556966-4955, (the “Company”), are hereby convened to an Extraordinary General Meeting (“EGM”) on Tuesday, 20 February 2024, at 13:00 CET at Advokatfirman Delphi at Mäster Samuelsgatan 17 in Stockholm. Registration for the meeting will commence at 12:30 CET.
RIGHT TO PARTICIPATE AT THE GENERAL MEETING
Shareholders who wish to attend the meeting shall:
(i) both be recorded in the share register maintained by Euroclear Sweden AB on the record date on Monday, 12 February 2024; and
(ii) not later than on Wednesday, 14 February 2024 have notified their attendance and possible advisors to the Company; either in writing to Elicera Therapeutics AB, “EGM”, Box 5243, 402 24 Göteborg or by email to info@elicera.com
The notification shall include full name, personal or corporate identity number, address, daytime telephone number and, when applicable, information about proxies and advisors. The number of advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.
Personal data obtained from the share register maintained by Euroclear Sweden AB, the notice and attendance at the meeting and data regarding proxies and advisors will be used for registration, preparation of the voting list for the meeting and, when applicable, the minutes from the meeting. The personal data is handled in accordance with the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council) effective from 25 May 2018. For complete information regarding how the personal data is handled, please refer to: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
NOMINEE REGISTERED SHARES
To be entitled to participate in the meeting, a shareholder whose shares are registered in the name of a nominee must register the shares in their own name so that the shareholder is registered in the register of shareholders kept by Euroclear Sweden AB on the record date on Friday, 12 February 2024. Such registration may be temporary (so-called voting registration). Shareholders wishing to register their shares in their own name must, in accordance with the procedures of the respective nominee, request the nominee to carry out such voting registration. Voting registration requested by shareholders in such time that the registration has been made by the nominee no later than Wednesday, 14 February 2024 will be considered in the preparation of the share register.
PROXIES
Shareholders represented by a proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by a copy of the certificate of registration or, if such document does not exist, of a corresponding document of authority. A copy of the power of attorney and any certificate of registration shall be sent to the Company well in advance of the meeting. The original version of the power of attorney shall also be presented at the meeting.
The Company provides a power of attorney form, which is available at the Company’s head office or at the Company’s website https://www.elicera.com/investors.
PROPOSED AGENDA
- Opening of the meeting and election of chairman
- Preparation and approval of voting list
- Presentation and approval of the agenda proposed by the board of directors
- Election of one or two persons to approve the minutes
- Determination as to whether the meeting has been duly convened
- Resolution on amendment of the articles of association
- Resolution on approval of the board of directors’ resolution to issue shares and warrants (so-called units) with preferential rights for existing shareholders
- Closing of the meeting
THE BOARD’S PROPOSAL FOR RESOLUTIONS ON ITEMS 1 AND 6-7
Item 1. Opening of the meeting and election of chairman of the meeting
The board of directors proposes that advokat Mats Dahlberg, from Advokatfirman Delphi, is elected as chairman of the general meeting.
Item 6. Resolution on amendment of the articles of association
In order to enable the rights issue of units proposed to be approved under item 7 at the meeting (the "Rights Issue"), the board of directors proposes that the meeting resolves to amend the Company's articles of association by adopting new limits for the share capital and the number of shares. The board of directors has prepared four proposals for amendments to the articles of association, Alternative A, Alternative B, Alternative C and Alternative D. Only one of the articles of association is intended to be registered with the Swedish Companies Registration Office. Which articles of association is registered depends on how many shares and warrants are subscribed and paid for in the Rights Issue.
The board of directors is proposed to be authorised to register the Company's new articles of association in accordance with one of Alternative A, Alternative B, Alternative C and Alternative D, based on what the board of directors, after considering the outcome of the Rights Issue, finds most appropriate. The meeting is thus proposed to resolve on all alternatives but only one of the alternatives will finally be registered with the Swedish Companies Registration Office.
A valid resolution requires that the proposal is supported by shareholders representing at least two thirds (2/3) of both the votes cast and the shares represented at the meeting.
Amendments to the articles of association according to Alternative A
§4 Share capital
Current wording
The share capital shall amount to a minimum of SEK 500,000 and a maximum of SEK 2,000,000.
Proposed wording
The share capital shall amount to a minimum of SEK 1,200,000 and a maximum of SEK 4,800,000.
§5 Number of shares
Current wording
The number of shares shall be not less than 12,000,000 and not more than 48,000,000.
Proposed wording
The number of shares shall be not less than 30,000,000 and not more than 120,000,000.
Amendments to the articles of association according to Alternative B
§4 Share capital
Current wording
The share capital shall amount to a minimum of SEK 500,000 and a maximum of SEK 2,000,000.
Proposed wording
The share capital shall amount to a minimum of SEK 1,400,000 and a maximum of SEK 5,600,000.
§Section 5 Number of shares
Current wording
The number of shares shall be not less than 12,000,000 and not more than 48,000,000.
Proposed wording
The number of shares shall be no less than 35,000,000 and no more than 140,000,000.
Amendments to the articles of association according to Alternative C
§4 Share capital
Current wording
The share capital shall amount to a minimum of SEK 500,000 and a maximum of SEK 2,000,000.
Proposed wording
The share capital shall amount to a minimum of SEK 1,800,000 and a maximum of SEK 7,200,000.
§Section 5 Number of shares
Current wording
The number of shares shall be not less than 12,000,000 and not more than 48,000,000.
Proposed wording
The number of shares shall be not less than 42,000,000 and not more than 168,000,000.
Amendments to the articles of association according to Alternative D
§4 Share capital
Current wording
The share capital shall amount to a minimum of SEK 500,000 and a maximum of SEK 2,000,000.
Proposed wording
The share capital shall amount to a minimum of SEK 2,300,000 and a maximum of SEK 9,200,000.
§Section 5 Number of shares
Current wording
The number of shares shall be not less than 12,000,000 and not more than 48,000,000.
Proposed wording
The number of shares shall be not less than 55,000,000 and not more than 220,000,000.
The general meeting's resolution in accordance with the board's proposal under Alternative A-D above shall be made as a joint resolution.
The resolution to amend the articles of association requires and is conditional upon the general meeting resolving to approve the board of directors' resolution on a rights issue of units in accordance with item 7 below.
Item 7. Resolution on approval of the board of directors’ resolution to issue shares and warrants (so-called units) with preferential rights for existing shareholders
The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution from 18 January 2024 on a new issue of a maximum of 35,607,600 shares, entailing an increase of the share capital by a maximum of SEK 1,495,519.2, and on an issue of a maximum of 27,694,800 warrants of series TO2, with the right to subscription of a total of 27,694,800 shares in the Company, entailing an increase of the share capital, upon full exercise, by a maximum of SEK 1,163,181.6.
The issues shall be treated as one resolution and is carried out through the issuance of so-called units with preferential rights for existing shareholders and in accordance with the terms and conditions below (the ”Rights Issue”).
- The right to subscribe for units in the Rights Issue shall with preferential rights be granted to those who are registered as shareholders in the Company on the record date for the issue. Each shareholder has a preferential right to subscribe for units in proportion to the number of shares the shareholder already owns.
- One (1) existing share in the Company shall entitle to one (1) unit right. Five (5) unit right entitles the shareholder to subscribe for one unit.
- Each unit consists of nine (9) new shares and seven (7) warrants of series TO2 (”Unit”).
- Subscription can only be made in Units and thus not in shares and/or warrants separately. Allocation may only be made in Units. However, after the completion of the Rights Issue, the shares and warrants will be separated.
- The record date for determining which shareholders are entitled to subscribe for Units with preferential rights shall be 21 February 2024.
- The subscription price per Unit shall be SEK 16.20, corresponding to a subscription price of SEK 1.80 per ordinary share. The part of the subscription price that exceeds the quota value upon subscription of shares through exercise of the warrants shall be transferred to the unrestricted premium reserve.
- The warrants are issued free of charge.
- Subscription of Units shall be made from 23 February 2024 up to and including 8 February 2024. Subscription of Units with preferential rights (i.e. with unit rights) shall be made by simultaneous payment. Subscription of Units without preferential rights (i.e. without unit rights) shall be made on a subscription form intended for this purpose during the period stated above. The board of directors shall be entitled to resolve on extension of the subscription period.
- Payment for Units subscribed for without preferential rights (i.e. without unit rights) shall be made no later than three (3) banking days after the issuance of the notice of allotment (contract note) has been sent to the subscriber. However, the board of directors shall be entitled to resolve on extension of the payment period.
- Payment for subscribed Units shall be made in cash. However, it is noted that the board of directors may admit set-off in accordance with Chapter 13, Section 41 of the Swedish Companies Act.
- In the event that not all Units are subscribed for with unit rights, i.e. with preferential rights for existing shareholders, the board of directors shall, within the framework of the maximum amount of the Rights Issue, resolve on the distribution of Units not subscribed for with preferential rights. Such distribution shall take place:
- Primarily to subscribers who have subscribed for Units on the basis of unit rights and, in the event of oversubscription, in proportion to the number of unit rights that each subscriber has exercised to subscribe for Units and, to the extent this cannot be done, by drawing lots.
- Secondly, distribution shall be made to others who have expressed interest in subscribing for Units without the support of unit rights and, in the event of oversubscription, in proportion to the number of Units that such persons have applied to subscribe for, and to the extent this cannot be done, by drawing lots.
- Thirdly, distribution shall be made to the underwriters of the Rights Issue in accordance with the underwriting agreement.
- One (1) warrant of series TO2 shall entitle the holder to subscribe for one (1) new ordinary share in the Company at a subscription price corresponding to 70 percent of the volume-weighted average trading price of the Company's share during the period from 11 February, 2025 up to and including 24 February, 2025, however, not less than SEK 1.24 and not more than SEK 2.70.
- The subscription period for new shares based on warrants of series TO2 shall be from 26 February, 2025, up to and including 11 Mars, 2025, or as may otherwise follow from the terms and conditions in special cases, see item 14 below.
- Complete terms and conditions for the warrants of series TO2 are set out in the specific terms and conditions that will be made available before the meeting in accordance with the heading "Documents" in the notice.
- The new shares shall carry the right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB. The shares issued as a result of subscription of warrants shall carry the right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been registered with the Swedish Companies Registration Office and the shares have been entered in the share register maintained by Euroclear Sweden AB.
- The board of directors or the person appointed by the board of directors is authorized to make such minor adjustments to the resolution as may be necessary in connection with registration with the Swedish Companies Registration Office or Euroclear Sweden AB.
The meeting's approval of the resolution under this item is conditional upon the EGM also resolving in accordance with item 6 of the notice and that these resolutions are registered with the Swedish Companies Registration Office.
SHAREHOLDERS’ RIGHT TO DEMAND INFORMATION
Pursuant to Chapter 7 Section 32 of the Swedish Companies Act, the board of directors and the CEO shall, if any shareholder so requests and the board of directors deems that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances which may affect the assessment of a matter on the agenda. The obligation to provide information also includes the Company’s relation to other group companies, the consolidated accounts and such circumstances regarding subsidiaries as referred to in the previous sentence.
DOCUMENTS
The board of directors’ complete proposals for resolutions and other documentation will be made available at the Company’s office at the address World Trade Centre Göteborg, Mässans gata 10, floor 7, 412 51 Göteborg not later than two (2) weeks prior to the meeting and will be sent free of charge to the shareholders who so request and provide their postal address. All documentation pursuant to the Swedish Companies Act will also be made available on the Company’s website, https://www.elicera.com/investors, from the same date.
Please note that this is a translation for information purposes only. In the event of any discrepancies between the Swedish and English versions, the Swedish version shall prevail.
___________________________
Stockholm, January 2024
Elicera Therapeutics AB
The board of directors
For more information, please contact:
Jamal El-Mosleh, CEO at Elicera Therapeutics AB
Mail: Jamal.elmosleh@elicera.vom
Phone: +46 (0) 703 31 90 51
Webb: www.elicera.com
Certified Adviser
The Company’s Certified Advisor is Carnegie Investment Bank AB (publ)
The information was submitted for publication distributed through the contact person below at 09;12 CET on January 18, 2024.