PRESS RELEASE FROM POOLIA AB’S (PUBL) EXTRAORDINARY GENERAL MEETING ON 26 JULY 2018
At today’s extraordinary general meeting in Poolia AB (publ) (”Poolia”), the below resolutions were passed. The complete minutes are available at Poolia’s webpage; www.poolia.com.
Approval of merger plan
The general meeting resolved, by required majority, to approve the merger plan adopted by the Boards of Directors of Poolia and Uniflex AB (publ) (”Uniflex”) on 4 June 2018, pursuant to which the merger is carried out through absorption with Poolia as transferee company and Uniflex as transferor company. Pursuant to the merger plan, the exchange ratio has been determined to entail that each share of class A in Uniflex entitles the holder thereof to receive merger consideration in the form of 1.7 new shares of class A in Poolia, and each share of class B in Uniflex entitles the holder thereof to receive merger consideration in the form of 1.7 new shares of class B in Poolia. The merger plan was registered with the Swedish Companies Registration Office on 15 June 2018 and was announced on 19 June 2018.
Uniflex will be dissolved and its assets and liabilities will pass to Poolia upon registration of the merger by the Swedish Companies Registration Office, which is expected to take place during October 2018 at earliest. Settlement of the merger consideration will take place subsequent to the Swedish Companies Registration Office’s registration of the merger.
Issue of merger consideration
The general meeting resolved, by required majority, in accordance with the Board of Directors’ proposal regarding issue of merger consideration due to the proposed merger, entailing an issue of 6,840,485 new shares of class A and 22,674,387 new shares of class B. As a result of the issue, Poolia’s share capital will thus be increased with approximately SEK 5,902,975 to approximately SEK 9,327,374. The holders of shares in Uniflex as per the day of the registration of the merger by the Swedish Companies Registration Office shall be entitled to receive the newly issued shares.
The resolution is conditional upon that registration of the merger between Poolia and Uniflex with the Swedish Companies Registration Office occurs at latest on 31 December 2018, or on another later date which has, at latest on 31 December 2018, been jointly resolved upon by the Boards of Directors of Poolia and Uniflex in accordance with the merger plan, and the resolution enters into force on the date upon which registration of the merger takes place.
Determination of the number of Board members and election of Board of Directors
The general meeting resolved, by required majority, that the Board of Directors of the company shall, after the implementation of the merger, continue to consist of five ordinary Board members, without deputy Board members.
Jenny Pizzignacco and Eva Gidlöf were elected as new Board members of Poolia to accede when the merger has been registered with the Swedish Companies Registration Office, which is expected to occur during October 2018 at earliest. It was noted that Lennart Pihl and Azita Shariati have requested to be dismissed from their assignments as Board members of Poolia with effect as from the termination of today’s extraordinary general meeting, and that Björn Örås, Dag Sundström and Anna Söderblom remain as Board members of Poolia. The resolution made by the annual general meeting on 25 April 2018 regarding Board remuneration will continue to apply.
The resolutions are conditional upon that registration of the merger between Poolia and Uniflex with the Swedish Companies Registration Office occurs at latest on 31 December 2018, or on another later date which has, at latest on 31 December 2018, been jointly resolved upon by the Boards of Directors of Poolia and Uniflex in accordance with the merger plan, and the resolutions enter into force on the date upon which registration of the merger takes place.
Resolution regarding incentive programme
The general meeting resolved, by required majority, in accordance with the Board of Directors’ proposal regarding an incentive programme intended to replace the current incentive programme which is in place for senior executives of Uniflex.
In total, the incentive programme shall include a maximum of 78,000 warrants. Each warrant shall entitle to subscription of one new share of class B in Poolia.
In the event of full exercise of the maximum 78,000 warrants that may be awarded within the incentive programme, the new shares subscribed for would constitute approximately 0.17 per cent of the total number of shares in Poolia after subscription and approximately 0.09 per cent of the total number of votes in Poolia after the merger.
The resolution is conditional upon that registration of the merger between Poolia and Uniflex with the Swedish Companies Registration Office occurs at latest on 31 December 2018, or on another later date which has, at latest on 31 December 2018, been jointly resolved upon by the Boards of Directors of Poolia and Uniflex in accordance with the merger plan, and the resolution enters into force on the date upon which registration of the merger takes place.
For further information, please contact:
Björn Örås, Chairman of the Board of Directors of Poolia tel: +46 (0 70 526 79 97
Morten Werner, CEO of Poolia tel: +46 (0) 8-555 650 60, +46 (0) 70 636 25 25
This is information that Poolia AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Securities Markets Act. The information was submitted for publication through the contact person above at 17.30 CET on 26 July 2018.
Poolia’s business concept is to provide companies and organisations with the skills that, either temporarily or permanently, meet their needs for qualified professionals. Poolia specialise in temporary staffing and permanent placement of professional staff in our focus areas of Finance & Accounting, Financial Services, Office Support, IT, Life Science & Engineering, Sales and Marketing, Human Resources, Legal, and Executive Search. Poolia has business in Sweden, Finland and Germany. Poolia is listed on the NASDAQ OMX Stockholm AB since 1999.