Resolutions at the Extraordinary General Meeting in Midsona on 31 October 2019
The information contained in this press release is not intended, and may not, directly or indirectly, wholly or partly, be distributed, published or disseminated in or to australia,
hong kong, japan, canada, new zeAland, switzerland, singapore, south africa, the united states of america or any other jurisdiction in which such action may violate local Securities Law or other regulations of said jurisdiction. See the section “Important information” at the end of this press release for further information.
Today’s Extraordinary General Meeting in Midsona AB (publ) (“Midsona” or the “Company”) resolved to approve the Board of Directors’ resolution on a pre-emption rights issue of shares of series A and series B (the “Rights Issue”). The Extraordinary General Meeting also resolved to amend the Articles of Association.
RESOLUTION ON APPROVAL OF THE BOARD OF DIRECTORS’ RESOLUTION ON A PRE-EMPTION RIGHTS ISSUE
The terms of the Rights Issue entitle persons registered as shareholders in Midsona on the record date, 4 November 2019, to receive one (1) subscription right for each share of series A and one (1) subscription right for each share of series B. Five (5) subscription rights of series A entitle to subscription of two (2) new shares of series A and five (5) subscription rights of series B entitle to subscription of two (2) new shares of series B. In addition to this, investors are offered the possibility to subscribe for shares without subscription rights.
The Rights Issue will result in an increase of the share capital with not more than SEK 92,863,720 through an issue of not more than 215,948 shares of series A and not more than 18,356,796 shares of series B. The subscription price is SEK 33 per share regardless of share class. The total capital raised from the Rights Issue is circa SEK 600 million after deduction of issue costs. Shareholders who choose not to participate in the Rights Issue will experience a dilution with a total of 18,572,744 new shares, representing 28.6 per cent of the total number of shares in Midsona after the Rights Issue.
The subscription period runs from and including 6 November 2019 to and including 20 November 2019.
As previously communicated, the purpose of the Rights Issue is to repay the bridge financing regarding the acquisition of Alimentation Santé.
The timetable below for the Rights Issue is preliminary and may be changed.
|31 October 2019||Last day of trading in the Midsona share including the right to participate in the Rights Issue|
|1 November 2019||First day of trading in the Midsona share excluding the right to participate in the Rights Issue|
|4 November 2019||Record date, i.e. shareholders registered in the share register on this day will receive subscription rights for participation in the Rights Issue|
|5 November 2019||Estimated day for publication of prospectus|
|6 November –
18 November 2019
|Trading in subscription rights|
|6 November –
20 November 2019
|6 November –
2 December 2019
|Trading in paid subscribed shares (BTA)|
|22 November 2019||Estimated date of publication of the preliminary outcome of the Rights Issue|
|25 November 2019||Estimated date of publication of the final outcome of the Rights Issue|
RESOLUTION ON AN AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Extraordinary General Meeting resolved to amend the Articles of Association in such a way that each series of shares may be issued up to 100 percent of the share capital.
Midsona has in connection with the Rights Issue appointed Danske Bank as a financial adviser and Fredersen Advokatbyrå as a legal adviser.
For more information, please contact:
Peter Åsberg, CEO and President
Telephone: +46 730 26 16 32
Lennart Svensson, CFO
Telephone: +46 767 74 33 04
This information was submitted for publication on 31 October 2019 kl. 11:45 CET.
The information in this press release does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares or other securities in Midsona. No action has been taken and measures will not be taken to permit a public offering in any jurisdictions other than Sweden. Any invitation to the persons concerned to subscribe for shares in Midsona will only be made through the prospectus that Midsona estimates to publish on or about 5 November 2019.
The information in this press release may not be released, published or distributed, directly or indirectly, in or into the United States (including its territories and provinces, every state in the United States and the District of Columbia, (“United States”)), Australia, Canada, Hong Kong, Japan, New Zealand, Singapore, South Africa, Switzerland or any other jurisdiction in which such action would be unlawful, is subject to legal restrictions or would require other measures than those required by Swedish law. Actions in violation of these restrictions may constitute a violation of applicable securities laws.
No subscription rights, paid-up subscription shares (Sw: betalda tecknade aktier), or new shares issued in Midsona have been registered, and no shares or other securities will be registered, under the United States Securities Act of 1933 or the securities legislation of any state or other jurisdiction in the United States and no shares or other securities may be offered, subscribed for, exercised, pledged, sold, resold, allocated, delivered or otherwise transferred, directly or indirectly, in or into the United States, except pursuant to an applicable exemption accepted by Midsona. No public offering will be made in the United States.
This press release may contain forward-looking statements which reflect Midsonas’ current view on future events and financial and operational development. Words such as “intend”, “expect”, “anticipate”, “may”, “believe”, “plan”, “estimate” and other expressions which imply indications or predictions of future development or trends, and which are not based on historical facts, are intended to identify forward-looking statements. Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements.
Midsona develops and markets strong brands in health and well-being, with products that help people to a healthier and more sustainable life. Midsona has annual sales of about MSEK 2,852 (2018). The Midsona share (MSON) is listed on NASDAQ OMX Stockholm, Mid Cap. For further information: www.midsona.com.