Resolutions at extraordinary general meeting in Eniro
Eniro AB (publ) (“Eniro” or “the Company”) today held its Extraordinary General Meeting (“EGM”). The EGM resolved, in accordance with the Board of Director’s proposal on amendments of the Articles of Association and authorisation for the Board of Directors to issue shares etc.
In light of the plan for a recapitalisation of the Company which has previously been communicated whereby holders of convertibles and bonds in Eniro is offered to exchange their convertibles and bonds for a new class of preference shares, preference shares of series A, the EGM held today resolved to approve amendments to the Articles of Association in order to introduce preference shares of series A and to authorise the Board of Directors to issue preference shares of series A with deviation from the shareholders’ preferential rights.
In accordance with the Board of Directors’ proposal in the notice of the EGM, the EGM resolved on the following resolutions.
Amendments to the Articles of Association
The EGM resolved to amend the Company’s Articles of Association, entailing that a new class of shares, preference shares of series A, is introduced with preferential rights to certain dividends before all other classes of shares and a share conversion clause and that the statutory limits of the number of shares and share capital in the Articles of Association are amended. As a consequence thereof, parts of § 4 “Share Capital”, § 5 “Number of shares”, § 11 “Dividends”, § 12 “Redemption” and § 13 “Liquidation of the company” in the currently registered Articles of Association are amended according to the Board of Directors’ proposal.
Registration with the Swedish Companies Registration Office of the amendments to the Articles of Association regarding the introduction of the new class of shares will be completed immediately. Registration with the Swedish Companies Registration Office of the amendment of the statutory limits for the number of shares and the share capital presupposes that the Board of Directors exercises the authorisation as set out below and that the recapitalisation thereby is implemented. Thus, if the recapitalisation is not implemented, these amendments will not be registered and enter into force.
Authorisation for the Board of Directors to issue shares
The EGM also resolved to authorise the Board of Directors to, on one or more occasions in the period leading up to the next Annual General Meeting, with deviation from the shareholders' preferential rights, decide on an issue of new preference shares of series A in the Company. The newly issued shares may be subscribed for in cash, through payment in kind, with right of set-off or under the terms referred to in Chapter 2, Section 5 of the Swedish Companies Act (Sw. Aktiebolagslagen). The purpose of the authorisation and any deviation from the shareholders' preferential rights is that a new share issue may be made to strengthen the Company’s equity.
This means that the condition for implementation of the recapitalisation as regards the resolution of the EGM has been fulfilled. That the condition regarding the resolution by the bondholders has been satisfied was announced earlier today. The recapitalisation plan is described in further detail in the Company´s press release on 29 January 2020. Implementation of the recapitalisation plan presupposes that the following condition is met:
- Resolution by holders of convertibles representing at least 90% of the convertible debt to carry out an exchange for preference shares of series A.
Announcement of whether the required acceptance from holders of convertibles has been achieved is expected to be announced around 17 March 2020. The current timetable for the recapitalisation is available in the Company’s press release on 10 February 2020.
Complete information about the Extraordinary General Meeting’s resolutions is available on Eniro’s website: www.enirogroup.com.
For more information, please contact:
Arne Myhrman, Chairman of the board of directors, tel +46 73 383 64 67
Magdalena Bonde, Group President and CEO, tel +46 8 553 310 00, firstname.lastname@example.org
Anne Langbraaten, Group CFO, tel +46 8 553 310 00, email@example.com
This information is information that Eniro AB is obliged to make public pursuant to the EU market abuse regulation. The information was submitted, through the contact persons above, for publication on 2 March 2020 at 16.15 CET.
Eniro is a Nordic company that helps small and medium-sized companies with digital marketing. Eniro also has a search service that aggregates, filters and presents information to help individuals find and come into contact with each other and with companies. The Eniro Group has about 1,000 employees and operates in Sweden, Norway, Denmark and Finland through the local domains eniro.se, gulesider.no, krak.dk and degulesider.dk. Each week, Eniro Group's digital services have about 4,8 million unique visitors. Eniro is listed on Nasdaq Stockholm [ENRO] and its head office is located in Stockholm.
This translation is for convenience only.