Information regarding upcoming Extraordinary General Meeting of EnergyO Solutions Russia AB (publ)
The following three important questions will be on the agenda of an Extraordinary General Meeting (“EGM”) of EnergyO Solutions Russia AB (publ) (“EOS Russia”) that the Company’s Board of Directors has resolved to convene on 6 February 2013:
- The launch of a new synthetic share buyback program
- The cancellation of the shares bought back under the existing program
- The election of a smaller (five-person) Board in line with a proposal by Noonday Asset Management
At the EGM in August 2012, the Company adopted a Resolution on synthetic buybacks of its own shares whereby the Board of Directors was authorized, on one or several occasions prior to the next Annual General Meeting, to resolve on synthetic buybacks of the Company’s own shares up to a maximum of 29.9 per cent of all issued and outstanding shares in EOS Russia. At present, 19.77 per cent of the Company’s shares have been repurchased by SEB Enskilda under the synthetic buyback program. The buyback program will continue until January 18, 2013 and the exact number of shares to be cancelled will be the number of repurchased shares on that date. In accordance with the Resolution adopted at the EGM in August 2012, the Board of Directors now wishes to cancel the shares repurchased by SEB Enskilda, which requires a resolution by a general meeting of shareholders.
The EGM to be held on 6 February 2013 will therefore vote on a Resolution to cancel the shares repurchased by SEB Enskilda under the synthetic buyback program and to make certain amendments to the Articles of Association required to enable the cancellation of shares repurchased under the synthetic buyback program.
Further, following a request from one of the company’s major shareholders, Noonday Asset Management, the EGM should also resolve on the election of a new Board of Directors and a new mandate for synthetic buybacks of the Company’s own shares up to a maximum of 29.9 per cent of all shares in EOS Russia.
As regards the Board of Directors, the proposal from Noonday Asset Management implies that the newly elected Board would consist of five (5) members and that Seppo Remes, Pontus Lesse and Christopher Granville are re-elected members of the Board of Directors and that Peregrine Moncreiffe and Mats Wandrell are elected new members of the Board of Directors. The proposal also envisages changes in the remuneration of members of Board of Directors in the light of the reduction in the size of the Company as a result of share buybacks.
As regards the proposed new share buyback mandate, the Board would have the right to act on this new mandate if it considered such buybacks to be in the interests of shareholders, and taking into account the liquidity of underlying shares, the scope for funding such buybacks, developments in the fundamental investment case including prospects for MRSK privatizations, the level of share discount to NAV and other relevant issues.
“The buyback program is being implemented successfully, and the discount of the Company’s share price to NAV has fallen significantly since the program was first announced on 20 July 2012”, noted Seppo Remes, the Chairman of the Board, adding that “EOS Russia was able to pre-finance the buyback by selling its underlying non-core assets either at a premium to quoted market prices or no lower than market prices. We will continue the buyback program and will ask the EGM to approve a flexible new share buyback mandate authorizing the Board to decide on further concrete buybacks based on, among other things, the prospect of the Company’s assets in the low voltage distribution sector being revalued as a result of prospective privatizations, the liquidity of underlying assets and the extent to which the Company’s shares trade at a discount to NAV.”
The full notice to the EGM will be published in accordance with the Swedish Companies Act, i.e. no more than six weeks prior to the EGM and not later than four weeks prior to the EGM.
Stockholm, 14 December 2012
EnergyO Solutions Russia AB (publ)
For further information, please contact: ir@eos-russia.com
EOS Russia is an investment company headquartered in Stockholm. The overall objective of the company is to offer attractive returns via investments in the Russian electricity industry. EOS Russia's shares have been listed on First North, a marketplace operated by the Stockholm Stock Exchange, since 25 June 2007. Remium Nordic AB is the Certified Adviser.