Resolutions passed by the Extraordinary General Meeting of HKScan Corporation
HKScan Corporation Stock Exchange release 29 May 2019, 14:15 EEST
Resolutions passed by the Extraordinary General Meeting of HKScan Corporation
The Extraordinary General Meeting of HKScan Corporation was held today on 29 May 2019 in Turku. The Extraordinary General Meeting resolved on the following based on the proposals of the Board of Directors:
Financing arrangement
In order to secure the Company's financial position and to strengthen its capital structure, the Extraordinary General Meeting authorised the Board of Directors to carry out a financing arrangement consisting of a contemplated share issue of up to EUR 60 million (expected) where:
- In exchange for cash consideration, new series A shares would be offered for subscription to the public in Finland.
- New series A shares would be offered to institutional investors in the EEA. The subscription price of the shares could be paid at the option of the investor either in cash or by bonds issued by the Company (at their nominal value and together with accrued interest).
- In the event of over-subscription, the Board of Directors would be entitled to increase the size of the share issue by a maximum of EUR 12 million. In addition, in the event of over-subscription, the Board of Directors would be entitled to allocate series A shares to the subscribing shareholders of the Company before allocating to subscribers who are not shareholders of the Company.
On the basis of the authorisation, the Board of Directors is authorised to negotiate and execute the financing arrangement on terms and conditions that the Board of Directors considers to be in the best interests of the Company.
Amendment to Articles of Association
The Extraordinary General Meeting resolved to amend Article 3 of the Articles of Association such that the maximum number of A shares is 100,000,000 instead of 60,000,000 shares. Following the amendment Article 3 of the Articles of Association is as follows:
"Article 3
At least 3,600,000 and at most 8,000,000 of the total number of shares in the company are Series K shares and at least 400,000 and at most 100,000,000 are Series A shares.
Holders of Series K and A shares are entitled to exercise their right to vote at meetings of shareholders as provided in Article 5 of these Articles of Association."
Share issue authorisation
The Extraordinary General meeting authorised the Board of Directors to resolve on a share issue as follows:
The shares to be issued under the authorisation are new series A shares. Under the authorisation, a maximum of 50,000,000 series A shares can be issued, which corresponds to approximately 47.6 per cent of all the shares in the Company and approximately 24.2 per cent of votes pertaining to shares, if the authorisation is used in full. Shares can be issued in one or more tranches.
The Board of Directors is authorised to resolve on all of the terms and conditions of the share issue. The shares may be issued as a directed share issue, i.e. in deviation from the shareholders' pre-emptive rights. A directed share issue requires always a weighty economic reason for the Company and the authorisation may not be utilised inconsistently with the principle of equal treatment of shareholders.
The authorisation is effective until 30 September 2019.
The authorisation revokes prior unused authorisations granted earlier by the General Meeting to the Board of Directors to resolve on an issue of shares, option rights as well as other special rights entitling to shares.
The minutes of the Extraordinary General Meeting will be available (in Finnish) at www.hkscan.com no later than on 12 June 2019.
Turku, 29 May 2019
HKScan Corporation
Board of Directors
For more information please contact: HKScan Media Service Desk +358 10 570 5700 or by email to: communications@hkscan.com
HKScan is a Nordic meat and meals company. We employ nearly 7 200 professionals in striving to serve the world´s most demanding consumers, maintaining quality throughout the full chain of operations, From Farm to Fork. HKScan produces, markets and sells high-quality, sustainably produced pork, beef, poultry and lamb products, as well as charcuterie and meals, with strong consumer brands, including HK®, Scan®, Rakvere®, Kariniemen®, Rose®, Pärsons® and Tallegg®. Our customers are the retail, food service, industrial and export sectors, and our home market comprises of Finland, Sweden, Denmark and the Baltics. We export to close to 50 countries. In 2018, HKScan had net sales of EUR 1.7 billion.
DISTRIBUTION: Nasdaq Helsinki, Main media, www.hkscan.com
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