Notice of the Extraordinary General Meeting of Global Health Partner AB (publ)
The shareholders of Global Health Partner AB (publ), corporate identity number 556757-1103, are hereby invited to attend the Extraordinary General Meeting to be held on Wednesday 28 November 2012 at 4 p.m. on Global Health Partner’s premises at Östra Hamngatan 26-28, 405 04 Gothenburg. Registration will take place from 3.30 p.m.
Shareholders who wish to attend the Extraordinary General Meeting must:
be recorded in the share register kept by Euroclear Sweden AB (“Euroclear”) on Thursday 22 November 2012, and
give notice of intent to attend no later than 4 p.m. on Thursday 22 November 2012. Notice of intent to attend can be given either in writing to Global Health Partner AB (publ), Östra Hamngatan 26-28, 411 09 Göteborg, Sweden, by telephone (+46 31-712 53 17), by fax (+46 31-313 13 21) or by e-mail (email@example.com). Notice should include the shareholder’s name, personal or corporate identity number, address and daytime telephone number, and the number of shares held. Information should also be given, where appropriate, of any deputy, representative or advisor (maximum two).
Shareholders represented by another party must submit a dated proxy to the company for the representative. Anyone representing a legal entity must submit a copy of the current Certificate of Registration or similar authorization documents indicating who is entitled to sign on behalf of the company. The proxy’s period of validity may not be longer than five years. Proxy forms in Swedish and English are available at the company or on the company website, www.globalhealthpartner.com. The original of the proxy and any Certificate of Registration should be sent to the company at the address given above in good time before the meeting.
Shareholders that have their shares registered in the name of a nominee must, in addition to giving notice of their intent to attend the meeting, request that they be temporarily recorded in the share register in their own names (so called voting-rights registration) to be able to attend the Extraordinary General Meeting. In order for such registration to be effectuated by Thursday 22 November 2012, shareholders should contact their bank or trustee well in advance of that date.
1. Opening of the EGM.
2. Election of Chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two people to verify the minutes.
6. Determination as to whether the meeting has been properly convened.
7. The Board’s proposal for a resolution concerning the issue of a convertible debt instrument and approval of incentive program
8. Closing of the meeting.
The Board’s proposal for a resolution concerning the issue of a convertible debt instrument and approval of incentive program (agenda item 7)
The Board of Global Health Partner AB (publ) (“the Company”) proposes that the Annual General Meeting resolves to issue convertible bonds as described below and also approves the measures described below to carry out an incentive programme for members of the senior management and key people (“the Participants”) in the Company and its subsidiaries (“the Group”).
The Board proposes that the Extra General Meeting resolves to raise a convertible loan of no less than SEK 9,060,000 and no more than SEK 15,100,000, through an issue of convertible bonds (Series 2012/2016) The convertible bonds shall be issued at a subscription price corresponding to the nominal value of the convertible bonds, which shall correspond to the conversion rate. The maximum number of convertible bonds that can be issued amounts to 2,900,000. The loan matures on 16 March 2012, should a conversion not have taken place by then.
It will be possible to convert the convertible bonds into new shares in the Company during the period from 21 December 2015 up until 24 February 2016.The conversion rate shall correspond to a figure amounting to 135 percent of the listed average latest price paid for shares in the Company on NASDAQ OMX Stockholm’s official price list during the period from 2 November 2012 until 21 November 2012. If there is no listed price paid on any of these days, the bid price listed as the closing price shall instead be included in the calculation. A day without a listed bid price or price paid shall not be included in the calculation. Swedbank will complete the calculations in accordance with current market standards. The conversion rate thus calculated shall be rounded off to the nearest five öre. However, the conversion rate must not be less than the quota value of the share.The total amount by which the share capital can be increased through conversion amounts to a maximum of SEK 2,900,000.
The convertible bonds carry an annual interest rate. The interest is based on the conversion rate and the calculated market value of the convertible bonds at the time of their issue. The interest amounts to STIBOR 12M (regarding full year periods) and STIBOR 3M (regarding the final interest period) for each interest period, together with the interest margin, and is determined by Swedbank two (2) banking days before the start of each interest period. The annual interest amounts to 4.96 percentage points assuming an average share price of SEK 4.30 during the measurement period, a conversion rate of SEK 5.80 and a risk-free interest rate of 0.84 percent. The loan shall be subordinated. Otherwise, the terms and conditions stated in “Terms and conditions for Global Health Partner AB’s convertible bonds – Series 2012/2016.
A specially formed company for the purpose, jointly owned by the Participants, Sweden Lux Incentive 2012, a so-called SOPARFI (Société de Participations Financières) officially registered in Luxembourg (“InvestCo”), shall have the right to subscribe for the convertible bonds, deviating from the shareholders’ pre-emptive rights.
The convertible bonds can be subscribed from 14 December 2012 until 21 December 2012 and payment shall be made no later than 21 December 2012. The Board has the right to extend both the subscription period and the payment period. There cannot be any over-subscription.
The participants shall be offered the opportunity of acquiring shares (“Shares”) in InvestCo, a so-called special purpose vehicle formed for the purpose. The offer comprises a total of approximately 55 people in four countries. The allocation of Shares in InvestCo shall be determined by the Company Board of Directors in accordance with the following guidelines:
The participants shall, providing that they are employees at the time of the offer of the Shares or have at this time signed a permanent employment contract with a company within the Group, with the exception of such people whose employment contract has been terminated before the above-mentioned point in time, be given an offer to subscribe for Shares in InvestCo. The above applies with the reservation that for Participants in other countries than Sweden it is presupposed that the transfer of Shares can be done legally and, in the assessment of the Board, at a reasonable administrative and financial cost. This may mean that Participants in certain countries may not be able to take part in the programme. An offer will be made to the Participants to acquire the Shares in line with the following allocation:
|Employee group||Maximum stake per person|
|CEO (1)||SEK 137,500|
|Senior management (5)||SEK 55,000|
|Other key persons (approximately 49)||SEK 22,000|
Over-allocation (over and above the maximum allocation in the table above) in respect of unused headroom up to the maximum allocation of the incentive program is possible for employees who have registered an interest, however only up to 100 percent of the employees maximum stake. Should the registration for over-allocation exceed the total maximum allocation available, allocation will be made pro rata in relation to each individual’s initial allocation.
There can be no guaranteed allocation. No participant can be allocated 25 percent or more of the Shares. The transfer of shares is estimated to take place no later than 7 December 2012. The Shares will be transferred at market value, which is expected to correspond to the net worth of the Shares.
InvestCo intends to finance 75-90 percent of the subscription for the convertible bonds by raising a bank loan of no more than SEK 13,590,000 from Swedbank AB (publ) (“the Loan”) and 10-25 percent through the capitalization that occurs through the employees’ acquisition of Shares (in accordance with the stakes mentioned above). The participators of the incentive program can choose to complement their capital investment with individual guarantees of up to 2.5 times their invested capital, and by doing so increasing their participation rate in the program. This in turn affects the total investment rate by increasing the amount of loan and decreasing the amount of equity within the program limits. In addition to the capitalization and the individual guarantee commitments the bank has collateral in the convertible bonds. It is thus estimated that InvestCo will have equity of no more than SEK 1,510,000. During 2016 InvestCo intends to sell its assets (convertible bonds and/or shares) and firstly repay the Loan and thereafter all remaining liabilities, after which InvestCo’s remaining return shall be paid to the employees who are participating in the incentive programme. The total interest received from the convertible bonds will firstly cover the interest on the Loan and thereafter the administrative expenses. The Company will not participate in or have control of InvestCo, either through shareholdings or through Board membership.
Implementation of the above incentive programme is on condition that at least four Participants register interest in acquiring Shares for a minimum value of SEK 9,060,000 and that ownership of the Shares is spread so that no fewer than four Participants together own more than 50 percent of the Shares.
The reason for deviating from the shareholders’ pre-emptive rights is that the Board wishes to introduce an incentive programme for the Participants whereby an offer can be made to them to share in the growth in value of the Company’s share. This is expected to lead to a strengthening of interest in the Company’s profitability and share price development and to continued company loyalty being stimulated during the coming years.It has been decided that the subscription price for the convertible bonds will be the estimated market value.
In the event of full subscription and conversion of all convertible bonds, based on a company share price of SEK 4.30 and a conversion rate, determined in accordance with the above, of SEK 5.80, the increase in the Company’s share capital will be SEK 2,603,448, which corresponds to a dilution of 3.8 percent of the share capital and the number of votes. This calculation does not take into consideration outstanding share warrants.
As the convertible bonds will be subscribed for by employees (through a company) at an estimated market value, it is not assessed that the convertible bond programme in itself will lead to any expenses apart from certain minor expenses in connection with the setting up and administration of the issue.
Adoption of the Board’s proposal requires that at least nine tenths of both the votes cast and the votes represented at the Extra General Meeting are in favour of the proposal.
Documents and information on the right of disclosure
The Board’s complete proposals in accordance with item 7, and other documents in accordance with the Swedish Companies Act, will be available at the company and on the company’s website www.globalhealthpartner.com no later than Wednesday 7 November 2012. The documents will be sent to shareholders who so request and give their postal address.
Shareholders are informed of their right to demand disclosure at the Extra General Meeting both of the conditions that can have an impact on the assessment of a matter under consideration.
Number of shares and votes
On the day of issue of this notice, the total number of shares and votes in the company amounts to 66,082,387.
Gothenburg, November 2012
Global Health Partner AB (publ)
The Board of Directors
Global Health Partner is an internationally active healthcare provider that operates specialist clinics in a select number of treatment areas through the application of a business model that is unique in the healthcare industry, where leading doctors become partners and shareholders. Multiple clinics with high patient volumes within the same area of treatment produce increased efficiency and higher quality, which is the cornerstone of Global Health Partner's business philosophy – “Quality through Specialisation”. Global Health Partner’s shares are traded on the Small Cap list at NASDAQ OMX Stockholm under the abbreviation “GHP”.
Global Health Partner AB (publ) | www.globalhealthpartner.com
Corp. ID No. 556757-1103 | Östra Hamngatan 26-28 | SE-411 09 Gothenburg | Sweden
Tel 46-31 712 53 00 | Fax 46-31 313 13 21
Global Health Partner AB is required to publish the information herein according to the Swedish Securities Market Act. This information was published on 5 November 2012 at 8:00 a.m. CET.
This is a translation of the Swedish version of the notice. When in doubt, the Swedish wording prevails.