Correction : GEAN - Notice of Extraordinary General Meeting
Correction: Correction of the previously disclosed press release since the information must be disclosed in its entirety in the press release and cannot only contain a reference to an attached PDF-file.
OSLO, NORWAY - 13 September 2021: Notice is hereby served of an extraordinary general meeting of Genetic Analysis AS (the "Company").
The general meeting will be held in the Company's offices in Kabelgata 8, 0580 Oslo on 20 September 2021 at 14:00 hrs.
Please note: Due to the corona pandemic and meeting restrictions, shareholders are urged not to attend the general meeting in person. Shareholders are urged to deliver a proxy. It will be possible to participate at the general meeting electronically through Microsoft Teams. Please refer to further information under the heading "Registration procedures and general information".
| Agenda: |
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1. Opening of the general meeting by the chairperson of the board |
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2. Election of a chairperson and a person to co-sign the minutes |
| The board proposes that the chairperson of the board, Ms. Kathryn M Baker is elected as chairperson of the meeting. |
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3. Approval of the notice and the agenda |
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4. Share capital increase in connection with listing of the company's shares on Spotlight Stock Market |
| In advance of the planned listing of the Company's shares and warrants of series TO 1 and TO 2 on Spotlight Stock Market, the Board proposes a placement of shares and warrants in the Company (the "Offering"). The Offering is required in order to carry out the listing and shall ensure larger spread of the shares to facilitate for better liquidity in the Company's shares following the planned listing. |
| The Offering will be directed towards new investors who have been allocated shares and warrants in an offering managed by Sedermera Fondkommission, which have been engaged as Swedish financial advisor for the Company (the "Financial Advisor") in connection with the Offering and the listing process. The Board accordingly proposes that the existing shareholders preferential rights to subscribe for shares and warrants is set aside in the Offering, cf. the Private Limited Companies Act § 10-5 and § 11-3. The offer period for the Offering is from 30 August 2021 to 13 September 2021. The Board will carry out allocation of shares in the Offering in advance of the extraordinary general meeting on 20 September 2021, conditional on the general meeting resolving a share capital increase. |
| The total subscription ("Total Subscription Amount") to be raised by the Company in the Offering depends on the applications received and the allocation decision by the board, but will be maximum NOK 60,060,000. The Total Subscription Amount will be determined by the Board in advance of the general meeting's approval of the share capital increase and issuance of warrants in the Offering. The number of shares to be issued in the Offering ("Exact Number of Offer Shares") will correspond to the Total Subscription Amount divided by the subscription price of NOK 7.80 per share. Exact Number of Offer Shares will be maximum 7,700,000 and maximum share capital increase will be NOK 4,620,000, corresponding to Exact Number of Offer Shares multiplied with the par value of NOK 0.60 per share. |
| The Board's adjusted proposal for a resolution to increase the share capital will include the Exact Number of Offer Shares and the corresponding share capital increase as well as Total Subscription Amount, in accordance with what is outlined above, and will be presented at the general meeting. |
| Shares can only be subscribed in combination with warrants which are subscribed without consideration and provides for a right to subscribe for one (1) new share in the Company, par value NOK 0,60, at a subscription price of NOK 9,30 in the period from and including 2 November 2022 to and including 16 November 2022 (series "TO 1") and warrants which are subscribed without consideration and provides for a right to subscribe for one (1) new share in the Company, par value NOK 0,60, at a subscription price of NOK 10,70 in the period from and including 8 November 2023 to and including 22 November 2023 (series "TO 2"), with the ratio 10 shares : 6 warrants series TO 1 : 7 warrants series TO 2. The exact number of warrants series TO 1 in the Offering will be determined by the Board in advance of the general meeting within a maximum number of 4,620,000 and correspondingly for warrants series TO 2 limited to maximum 5,390,000, subject the general meeting's approval. |
| The new shares and warrants in the Offering will be subscribed by banks that shall redistribute the shares and warrants to investors that the Board has approved conditional allocations to in advance of the general meeting. |
| The Board's proposed resolutions on issuance of warrants are included under item 5 and 6. |
| The purpose of the Offering indicates that the existing shareholders' preferential rights to subscribe for shares and warrants are set aside. |
| Based on the above, the Board proposes that the General Meeting passes the following resolution to increase the share capital: |
| (i) "The Company's share capital is increased with NOK [ ] by issuance of [ ] new shares, each of par value NOK 0.60.[1] |
| (ii) The subscription price shall be NOK 7.80 per share. |
| (iii) Existing shareholders' preferential rights to subscribe for new shares in accordance with the Private Limited Companies Act § 10-4 (1) is set aside in accordance with the Private Limited Companies Act § 10-5. |
| (iv) The new shares shall be subscribed by subscribers as included in appendix to the minutes from the general meeting and with such distribution as listed therein. Subscriptions shall be made in a separate subscription form. |
| (v) The deadline for subscribing the new shares shall be 20 September 2021. |
| (vi) The total subscription amount shall be paid to a separate bank account for share issue purposes within 21 September 2021. |
| (vii) The new shares gives the holder right to dividends and other shareholder rights from the time the share capital increase is registered with the Norwegian Register of Business Enterprises. |
| (viii) The Company's expenses in relation to the Private Placement is estimated to about MNOK 5,4 ex. VAT. |
| (ix) § 4 in the Company's articles shall be amended to reflect the share capital and number of shares in the Company after the share capital increase". |
| (x) This resolution is conditional on the general meeting approving the board of director's proposals under item 5 and 6." |
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5. Issuance of warrants series TO 1 |
| With reference to the proposal discussed under item 4 and related reasoning, the Board proposes that the general meeting passes a resolution to issue warrants series TO 1 as included below: |
| (i) The Company shall issue [●] warrants in accordance with the provisions of the Limited Companies Act Chapter 11 III, each identified as "TO 1".[2] |
| (ii) Each warrant shall give the right to subscribe for one (1) new share in the Company, nominal value NOK 0.60, at a subscription price of NOK 9.30. |
| (iii) No consideration shall be payable for the issuance of the warrants. |
| (iv) The warrants will be registered in the Central Securities Depository of Norway (VPS). The warrants are freely transferable. |
| (v) The warrants shall be subscribed by subscribers as included in appendix to the minutes from the general meeting and with such distribution as listed therein, and in the same ratio as they subscribe shares in the Offering, with a number of warrants constituting 60% of the number of allocated shares. Subscriptions shall be made in a separate subscription form. |
| (vi) The deadline for subscribing the new shares shall be 20 September 2021. |
| (vii) The warrants may be exercised by written notice to the Company in the period from and including 2 November 2022 to and including 16 November 2022. |
| (viii) Shares to be issued as a result of the exercise of the warrants shall carry rights to dividends from the date on which the relevant capital increase is registered with the Register of Business Enterprises. |
| (ix) In the event of any split or consolidation of the Company’s shares, the number of warrants and the exercise price shall be adjusted correspondingly. In case of dividend, the exercise price shall be reduced on a NOK by NOK basis for any dividend paid on each share. The warrants shall not carry any special rights in the event of a liquidation or transformation of the Company. |
| (x) If the Company after the date of this general meeting carries out a bonus issue, the warrants and the subscription price shall be adjusted proportionally in the same manner as for a split of the Company's shares. |
| (xi) The holders of the warrants shall otherwise have no rights in connection with share issues or reduction of share classes or in connection with issues of additional warrants. In connection with mergers, demergers and transformation, the holders shall have the same rights as a shareholder as adjusted for the share contribution not having been paid in. |
| (xii) This resolution is conditional on the general meeting approving the board of director's proposals under item 4 and 6." |
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6. Issuance of warrants series TO 2 |
| With reference to the proposal discussed under item 4 and related reasoning, the Board proposes that the general meeting passes a resolution to issue warrants series TO 2 as included below: |
| (i) The Company shall issue [●] warrants in accordance with the provisions of the Limited Companies Act Chapter 11 III, each identified as "TO 2".[3] |
| (ii) Each warrant shall give the right to subscribe for one (1) new share in the Company, nominal value NOK 0.60, at a subscription price of NOK 10.70. |
| (iii) No consideration shall be payable for the issuance of the warrants. |
| (iv) The warrants will be registered in the Central Securities Depository of Norway (VPS). The warrants are freely transferable. |
| (v) The warrants shall be subscribed by subscribers as included in appendix to the minutes from the general meeting and with such distribution as listed therein, and in the same ratio as they subscribe shares in the Offering, with a number of warrants constituting 70% of the number of allocated shares. Subscriptions shall be made in a separate subscription form. |
| (vi) The deadline for subscribing the new shares shall be 20 September 2021. |
| (vii) The warrants may be exercised by written notice to the Company in the period from and including 8 November 2023 to and including 22 November 2023. |
| (viii) Shares to be issued as a result of the exercise of the warrants shall carry rights to dividends from the date on which the relevant capital increase is registered with the Register of Business Enterprises. |
| (ix) In the event of any split or consolidation of the Company’s shares, the number of warrants and the exercise price shall be adjusted correspondingly. In case of dividend, the exercise price shall be reduced on a NOK by NOK basis for any dividend paid on each share. The warrants shall not carry any special rights in the event of a liquidation or transformation of the Company. |
| (x) If the Company after the date of this general meeting carries out a bonus issue, the number of warrants and the subscription price shall be adjusted proportionally in the same manner as for a split of the Company's shares. |
| (xi) The holders of the warrants shall otherwise have no rights in connection with share issues or reduction of share classes or in connection with issues of additional warrants. In connection with mergers, demergers and transformation, the holders shall have the same rights as a shareholder as adjusted for the share contribution not having been paid in. |
| (xii) This resolution is conditional on the general meeting approving the board of director's proposals under item 4 and 5." |
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7. Authorisation to the board of directors to increase the share capital |
| The chairperson of the board explained that it is desirable that the board is granted authorisation to increase the Company's share capital by up to NOK 5,151,293. The authorisation is equal to the authorisation already resolved by the general meeting on 28 October 2020. It follows from the proposed authorisation that the shareholders’ preferential rights to subscribe to the new shares may be waived. |
| The proxy shall facilitate for future issuance of shares for contributing additional capital or other assets to the company, to facilitate merger with or acquisitions of other companies and to settle liabilities of the Company, including liabilities derived from the option program for the Board and management. |
| The Board proposes that the general meeting passes the following resolution: |
| (i) "The board of directors is authorized pursuant to the Companies Act § 10-14 (1) to increase the Company’s share capital by up to NOK 5.151.293. Subject to this aggregate amount limitation, the authority may be used on more than one occasion. |
| (ii) The authorisation is valid until and including 28 October 2022. |
| (iii) The shareholders’ preferential rights to new shares pursuant to section 10-4 of the Private Limited Companies Act may be waived, cf. the Private Limited Companies Act section 10-5. |
| (iv) The authority covers capital increases against contributions in cash and contributions other than in cash. The authority covers the right to incur special obligations for the Company, ref. § 10-2 of the Companies Act and merger pursuant to the Companies Act § 13-5. |
| (vi) The authorisation replaces previously granted authorisations to increase the share capital. |
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8. Resignation of the deputy member of the Board |
| The Board proposes that there shall no longer be a deputy member to the Board and accordingly that Giovanni Magni resigns the role as deputy board member. |
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Registration procedures and general information: |
| Due to the corona pandemic and meeting restrictions, shareholders are urged not to attend the general meeting in person. Shareholders are urged to provide a proxy with or without voting instructions per item to the chairperson of the board or any person appointed by her as set out in Appendix 1 to this notice. It is requested that such proxy is sent to Ronny Hermansen, e-mail: rh@genetic-analysis.com in time to be received within 09.00am on Monday 20 September 2021.Shareholders who wish to attend the Extraordinary General Meeting in person or with a representative are requested to register attendance by notice to rh@genetic-analysis.com in time to be received within 09.00am on Monday 20 September 2021.It will be possible, and is recommended, to participate at the general meeting electronically through Microsoft Teams. Please contact Ronny Hermansen at rh@genetic-analysis.com by the same deadline to receive a Teams invitation. There has not been incidents after the last balance sheet day which are of material importance for the Company. The Company’s annual report, annual accounts and auditor's report for the last year and subsequent interim reports as well as the attachments to this notice are available at the Company’s offices and on the web pages https://www.genetic-analysis.com/financial-reports/. Other documents that will be presented at the general meeting and proposals for resolutions are accessible at the same web site. The shareholders have the right to speak at the general meeting, the right to be accompanied by an advisor, to give such advisor the right to speak, and the right to present alternatives to the Board’s proposals in respect of matters on the agenda at the general meeting. |
Oslo, 13. September 2021
Kathryn M. Baker
Chairperson of the board of directors
[1] The proposal will be amended by the Board in advance of the general meeting to include an exact increase of share capital and a corresponding number of shares, determined by the Board on the basis of investor interest in the Offering, limited to 7,700,000 shares corresponding to a maximum share capital increase of NOK 4,620,000. The amended proposal will be presented in the general meeting.
[2] The proposal will be amended by the Board in advance of the general meeting to include an exact number of independent subscription rights, determined by the Board on the basis of investor interest in the Offering, limited to 4,620,000 independent subscription rights and with a number corresponding to 60% of the number of shares resolved to be issued under item 4. The amended proposal will be presented in the general meeting.
[3] Forslaget vil endres av styret i forkant av den ekstraordinære generalforsamlingen for å inkludere eksakt antall frittstående tegningsretter, fastsatt av Styret på bakgrunn av investorinteresse i Tilbudet, oppad begrenset til 4 620 000 frittstående tegningsretter, og med et antall som tilsvarer 60% av det antall aksjer som vedtas utstedt i sak 4. Det endrede forslaget vil bli presentert i generalforsamlingen.
[3] The proposal will be amended by the Board in advance of the general meeting to include an exact number of independent subscription rights, determined by the Board on the basis of investor interest in the Offering, limited to 4,620,000 independent subscription rights and with a number corresponding to 60% of the number of shares resolved to be issued under item 4. The amended proposal will be presented in the general meeting.
For further information, please contact:
Ronny Hermansen, CEO
E-mail: rh@genetic-analysis.com
About Genetic Analysis
Genetic Analysis AS (GA) is a science-based diagnostic company and pioneer in the human microbiome field with more than 10 years of expertise in research and product development. The unique GA-map® platform is based on a pre-targeted multiplex approach specialized for simultaneous analysis of a large number of bacteria in one reaction. The test results are generated by utilizing the clinically validated cutting edge GA-map® software algorithm. This enables immediate results without the need of further bioinformatics work. GA’s vision is to become the leading company for standardized gut microbiota testing worldwide, and GA is committed to help unlocking and restoring the human microbiome through its state-of-the-art technology. GA holds 22 highly qualified employees with relevant scientific backgrounds and with competence in bioinformatics, molecular biology, and bioengineering. www.genetic-analysis.com
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