Notice of extraordinary general meeting of Nuevolution AB (publ)
The shareholders of Nuevolution AB (publ) are hereby summoned to the extraordinary general meeting on Friday 1 July 2016 at 11.00 a.m. at Advokatfirman Vinge’s offices, Norrlandsgatan 10, Stockholm.
Right to attend the general meeting
Shareholders who wish to attend the general meeting must be registered in the share register maintained by Euroclear Sweden AB on Friday 24 June 2016, and must also notify the company of their intention to attend the meeting no later than Monday 27 June 2016 at 4.00 p.m.
The notification must be made in writing to Nuevolution AB (publ), Rønnegade 8, 2100 Copenhagen, Denmark or by e-mail to egm@nuevolution.com. The notification shall state the shareholder’s name, personal identity number/registration number, shareholding, address, day time telephone number and information about the attendance of any assistants (maximum two) and, if applicable, information about any proxies.
Proxy
Shareholders represented by proxy must submit a dated power of attorney. If the power of attorney is executed by a legal person a certified copy of the certificate of registration or equivalent should be attached. The power of attorney and the certificate of registration may not be older than one year, however, the power of attorney may be older provided that the power of attorney according to its wording is valid for a longer period, although, not more than five years. The original power of attorney and the certificate of registration should be sent to the company at the address mentioned above well in advance of the general meeting. A proxy form is available at www.nuevolution.com and will also be sent to shareholders who so requests and state their postal address.
Nominee-registered shares
Shareholders whose shares are registered in the name of a nominee through a bank or a securities institution must temporarily re-register their shares in their own names in order to be entitled to attend the general meeting. Such registration must be duly effected in the share register maintained by Euroclear Sweden AB on Friday 24 June 2016, and the shareholders must therefore advise their nominees well in advance of this date.
Number of shares and votes
In the company, on the day of this notice, there are a total of 42,858,236 ordinary shares that hold one (1) vote per share at the general meeting. Thus, there are a total of 42,858,236 shares and 42,858,236 votes in the company.
The shareholders are reminded of their right to require information in accordance with Chapter 7, Section 32 of the Swedish Companies Act.
Proposed agenda
- 1. Opening of the general meeting
- 2. Appointment of chairman of the general meeting
- 3. Preparation and approval of the voting list
- 4. Approval of the agenda
- 5. Election of one or two persons to approve the minutes
- 6. Determination of whether the general meeting has been duly convened
- 7. The Major Shareholders’ proposal on changes of the terms and conditions for Warrant Program 2015/2021
- 8. Closing of the general meeting
The Major Shareholders’ proposal on changes of the terms and conditions for Warrant Program 2015/2021 (item 7)
Background and Description of Warrant Program 2015/2021
At the extraordinary general meeting held on 9 December 2015, prior to the listing on Nasdaq First North, it was resolved to implement a warrant program, with two series, addressed to the board of directors, the executive management and other employees in the company (“Warrant Program 2015/2021”) in order to promote and stimulate continued loyalty with the operations by linking the interests of these persons with the interests of the shareholders. A description of Warrant Program 2015/2021 were included in the prospectus, dated 20 November 2015, prepared in connection with listing of the company’s shares on Nasdaq First North.
Warrant Program 2015/2021 encompasses four categories of participants, whereby:
- in total 1,911,113 warrants of Series 2 have been allotted to the category CEO;
- in total 381,034 and 148,167 warrants of Series 1 and Series 2, respectively, have been allotted to the category Board members (3 participants);
- in total 536,912 and 236,978 warrants of Series 1 and Series 2, respectively, have been allotted to the category Other members of group management (3 participants); and
- in total 1,766,612 and 107,021 warrants of Series 1 and Series 2, respectively, have been allotted to the category Other employees (34 participants).
In total, Warrant Program 2015/2021 encompasses 41 individuals and comprises 5,087,837 warrants, whereof 2,684,558 Series 1 warrants and 2,403,279 Series 2 warrants. The warrants have been issued free of charge.
Subject to the fulfillment of an Exit Event (as described below and in the terms and conditions for the warrants), the subscription price per share for Series 1 warrants will be lowered to SEK 17.50, and the subscription price per share for Series 2 warrants will be lowered to SEK 11.25. Each warrant entitles to subscription of one ordinary share in the company. Thus, if all warrants are fully subscribed for, the company’s share capital will increase with not more than SEK 5,087,837. The warrants may be exercised for subscription of shares from 31 August 2016 up until and including 31 August 2021.
Pursuant to the terms and conditions for warrants of Series 1, an “Exit Event” occurs if:
- i. more than 90 percent of the shares are sold to a buyer and the purchase price per share corresponds to SEK 22.975 per share,
- ii. the company’s operations or a substantial part of the company’s assets are sold and the purchase price corresponds to SEK 22.975 per share multiplied by the total number of outstanding shares in the company,
- iii. the company is liquidated and the distribution proceeds correspond to SEK 22.975 per share multiplied by the total number of outstanding shares in the company, or
- iv. the company is publicly listed on a regulated stock market and the overall value of the company at the listing date corresponds to SEK 22.975 per share multiplied by the total number of outstanding shares in the company.
Pursuant to the terms and conditions for warrants of Series 2, an “Exit Event” occurs if
- i. more than 90 percent of the shares of the company are sold to a buyer,
- ii. the company’s operations or a significant part of the company’s assets are sold,
- iii. the company is liquidated, or
- iv. the company is publicly listed on a regulated stock market.
Costs of the program
The fair value of all warrants amounts to SEK 48.5 million, using the so-called Black&Scholes model (based on a risk-free interest rate of 0.3 percent, assumed volatility of 65 percent and estimated maturity of the warrants of 5.7 years). The amount will, in accordance with IFRS, be recognized as a one-time expense in the fourth quarter of the financial year 2015/16 but without any cash flow impact or equity impact for the company. The company estimates that the costs for advisors will amount to, in total, approximately SEK 0.5 million during the term of the program.
Dilution effects
If Warrant Program 2015/2021 is fully exercised, the dilution effect will correspond to 10.6 percent based on the current number of outstanding shares. The company has no other outstanding incentive programs.
Preparations of Warrant Program 2015/2021 and the proposed amendment
The program has been prepared by the company’s board of directors in consultation with external advisors. The Major Shareholders’ proposal for amendment of Warrant Program 2015/2021 has been prepared together with external advisors.
Motives for Warrant Program 2015/2021 and the proposed amendment
According to the Major Shareholders, it is important that the company’s employees and board members have sufficient incentives and own shares in the company in order to align the board of directors’, employees’ and the company’s interests. According to The Major Shareholders, there is a risk that Warrant Program 2015/2021 will not result in the intended incentive in case the existing Exit Events remain in their current form and thus The Major Shareholders propose the amendment presented below.
Proposal to amendment of Warrant Program 2015/2021
SEB Venture Capital, Sunstone Capital, Industrifonden and LMK Forward, together referred to as “The Major Shareholders”, proposes that the general meeting resolves to amend the terms of Warrant Program 2015/2021 as follows. The proposed amendments entail that the Exit Events are amended, for Series 1 and Series 2, in accordance with what is described below.
Proposed amendments to Warrant Program 2015/2021, Series 1
The Major Shareholders propose that the Exit Events, as described under § 3 (i)-(iii) of the terms and conditions for the warrants of Series 1, are clarified so that, in order for the respective Exit Event (i)-(iii) to occur, the purchase price or the distribution proceeds per share, as applicable, shall correspond to at least SEK 22.975 per share, in accordance with the below:
“i. more than 90 percent of the shares are sold to a buyer and the purchase price corresponds to at least SEK 22.975 per share,
ii. the company’s operations or a substantial part of the company’s assets are sold and the purchase price corresponds to at least SEK 22.975 per share,
iii. the company is liquidated and the distribution proceeds correspond to at least SEK 22.975 per share, or”
The Major Shareholders further propose that the Exit Event, as described under § 3 (iv) of the terms and conditions for the warrants of Series 1, is amended so that (1) Exit Event (iv) also includes Nasdaq First North, (2) that the value per share shall not be linked to the time of a listing but as a general threshold for fulfillment of § 3 (iv) and, (3) that, in order for the Exit Event to occur, the value per share at the time of applying for subscription of shares shall correspond to at least SEK 22.975 per share, in accordance with the below:
“iv. the Company is publicly listed on a regulated stock market or Nasdaq First North and the overall value of the Company at the time of applying for subscription of shares corresponds to at least SEK 22.975 per share.”
Apart from the above, the terms and conditions of the warrants of Series 1 shall remain unchanged. The full terms and conditions for warrants of Series 1 will be available at the company’s website no later than three weeks before the general meeting.
Proposed amendments to Warrant Program 2015/2021, Series 2
The Major Shareholders proposes that the Exit Event, as described under § 3 (iv) of the terms and conditions for the warrants of Series 2, is amended so that Exit Event (iv) also shall include Nasdaq First North in accordance with the below:
“iv. the Company is publicly listed on a regulated stock market or Nasdaq First North.”
Apart from the above, the terms and conditions of the warrants of Series 2 shall remain unchanged. The full terms and conditions for warrants of Series 2 will be available at the company’s website no later than three weeks before the general meeting.
Majority requirements
Resolution in accordance with this item 7 requires approval of least nine tenths (9/10) of the shares represented and votes cast at the general meeting.
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All relevant documents are available in the company’s office at Rønnegade 8, 2100 Copenhagen, Denmark and at www.nuevolution.com no later than three weeks before the general meeting and will be sent to shareholders who so request and who inform the company of their postal address. This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
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Stockholm, June 2016
Nuevolution AB (publ)
The board of directors
For more information, please contact:
Alex Haahr Gouliaev, CEO
Phone: +45 7020 0987
Email: ahg@nuevolution.com
Henrik D. Simonsen, CFO
Phone: +45 3913 0947
Email: hs@nuevolution.com
About Nuevolution
Nuevolution AB (publ) is a leading small molecule drug discovery biotech company founded in 2001, headquartered in Copenhagen, Denmark. Nuevolution partners its proprietary discovery platform and programs with pharmaceutical and biotechnology companies to seek future benefit of patients in need of novel medical treatment options. Nuevolution’s internal programs are focused on therapeutically important targets within inflammation, oncology and immuno-oncology.
Nuevolution AB (publ) is required to disclose the information provided herein pursuant to the Securities Markets Act and/or the Financial Instruments Trading Act. The information was sent for publication on Wednesday 1 June 2016, 11:00 (CET).
Nuevolution AB (publ) is listed at Nasdaq First North Premier in Stockholm, Sweden (ticker: NUE). Västra Hamnen Corporate Finance AB acts as Certified Adviser to Nuevolution AB (publ). More information about Nuevolution can be found on: www.nuevolution.com