Notice of Extraordinary Shareholders’ Meeting in Promore Pharma AB (publ)
The shareholders in Promore Pharma AB (publ), reg. no. 556639-6809, are hereby invited to attend the extraordinary shareholders’ meeting to be held on Tuesday 22 October 2019 at 2. pm. at ABG’s premises at Regeringsgatan 65 in Stockholm.
Right to attend and notice
Shareholders who wish to participate in the meeting must be entered as a shareholder in the share register kept by Euroclear Sweden AB as of Wednesday 16 October 2019, give notice to the company of its intention to attend no later than Wednesday 16 October. Notification of attendance may be given in writing to the company by e-mail to info@promorepharma.com or by mail to Promore Pharma AB, Karolinska Institutet Science Park, Fogdevreten 2, SE-171 65 Solna, Sweden or by telephone on +46-(0)8-124 548 59. When giving notification, please state your name or company name, personal ID or company registration number, address and daytime telephone number as well as the number of advisors.
Nominee registered shares
To be entitled to attend the meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder’s own name, so that the holder is entered in the share register kept by Euroclear Sweden AB as of 16 October 2019. Registration in this way may be temporary.
Proxy and proxy form
Anyone who does not attend the meeting in person may exercise its right at the meeting via a proxy in possession of a signed and dated form of proxy. The form of proxy may be obtained from the company and they are also available on the company’s website: http://www.promorepharma.com. Representatives of a legal person must attach a copy of the registration certificate or equivalent documentary authority. To facilitate entry to the meeting, forms of proxy, registration certificates and other documentary authority must be received by the company at the above-stated address, in good time before the meeting.
Proposed agenda
- Opening of the meeting and election of chairman of the meeting.
- Preparation and approval of voting list
- Approval of the agenda
- Election of one or two persons to approve the minutes
- Examination of whether the meeting has been duly convened
- Approval of the board of directors’ resolution regarding issue of new shares against payment in cash with preferential rights for the shareholders of the company
- Closure of the meeting
Proposed resolutions
Resolution to approve the board of directors’ resolution regarding issue of new shares against payment in cash with preferential rights for the shareholders of the company (item 6)
The board of directors proposes that the shareholders’ meeting resolves to approve the board of directors resolution of 4 October 2019, to increase the company’s share capital by a maximum of SEK 809,403.60, through a new issue of a maximum of 20,235,090 shares, each with a quota value of SEK o.04. Upon full subscription of the share issue, the company is allocated SEK 75,072,183.90 before issue costs. The resolution shall otherwise be governed by the following terms and conditions.
1. The shareholders of the company shall have preferential rights to subscribe for the new shares in relation the number of shares previously held, whereby one (1) existing share entitle to subscribe for one (1) new share. For each share held on the record date, the shareholder receives one (1) subscription right, whereby one (1) subscription right entitle to subscribe for one (1) new share.
2. In case not all shares have been subscribed for, the board of directors shall decide that allotment of shares subscribed for without subscription rights shall take place up to the maximum amount of the issue, whereby the board of directors primarily will allot shares to those who also subscribed for shares based on subscription rights, and in the event of over subscription, pro rata to their subscription based on subscription rights. Secondly, the board of directors will allot shares to those who subscribed for shares without subscription rights, and if full allotment cannot be made, pro rata to their subscription. To the extent not possible, allotment shall be made through drawing of lots, and finally, subject to such allocation being required in order for the issue to be fully subscribed, to the guarantors of the issue with allotment in relation to their respective subscription (based on the granted warranties).
3. The record date for determining the shareholders which will be entitled to subscribe for new shares with preferential rights shall be 6 November 2019.
4. The subscription price is SEK 3.71 per share. Payment for the new shares shall be made in cash. The share premium shall be deposited to the share premium fund.
5. Subscription for new shares based on subscription rights shall be made through payment in cash during the period from 13 November 2019 until, and including 28 November 2019. The board of directors shall be entitled to extend the subscription period.
6. Subscription without subscription rights shall be made through notice on special application form during the period from 13 November 2019 until, and including 28 November 2019. The board of directors shall be entitled to extend the subscription period. Payment for the new shares shall be made at the latest three business days following the date of the dispatch of a contract note to the subscriber, specifying allocation of shares, or such later date as the board of directors may decide.
7. The new shares shall entitle to dividends as from the first record date for dividends following registration of the new share issue with the Swedish Companies Registration Office.
8. Trading with subscription rights will take place during the period from 13 November 2019 until, and including 26 November 2019. Trading in PSS (Paid Subscribed Shares) will take place from 13 November until registration of the new share issue with the Swedish Companies Registration Office. A press release regarding the last day of trading in PSS will be published well in advance of the last trading day.
The board of directors, or a person appointed by the board of directors, shall be authorised to make any minor adjustments required to register the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.
Documents
The board of directors’ proposal in accordance with the above, as well as thereto related reports, is available at the company and on the company’s website http://www.promorepharma.com. Copies of these documents will be sent immediately, and at no cost to the recipient, to shareholders who so request and state their postal address. The documents will also be available at the meeting.
Number of shares and voting rights
The total number of shares and votes in the company as of the date of this notice is 20,235,090. As of that date the company does not own any of its own shares.
___________
Solna, October 2019
PROMORE PHARMA AB (PUBL)
the Board of Directors
For additional information, please contact
Jonas Ekblom, CEO
Phone: [+46] 736 777 540
Email: jonas.ekblom@promorepharma.com
Jenni Björnulfson, CFO
Phone: [+46] 708 55 38 05
Email: jenni.bjornulfson@promorepharma.com
The information was submitted for publication at 22:00 CET on 7 October 2019.
Promore Pharma’s Certified Adviser is Redeye AB.
Phone: [+46] 8 121 576 90
E-mail: Certifiedadviser@redeye.se
Promore Pharma in brief:
Promore Pharma is a biopharmaceutical company specialized in the development of therapeutic peptides. The company’s aim is to develop first-in-category pharmaceuticals for indications where very few efficacious prescription pharmaceuticals are available, thus, addressing high unmet medical needs. Promore Pharma’s two projects are in late stage clinical development phase and have a very strong safety profile since they are based on innate substances that are administered locally. The leading project, PXL01, that will be used for prevention of post-surgical adhesions and scars, is being prepared for clinical phase III-studies in patients undergoing tendon repair surgery in the hand. LL-37 has initiated a clinical phase IIb study in patients with venous leg ulcers (VLU). The product candidates can also be deployed for other indications, such as preventing dermal scarring, adhesions after other surgical procedures and treatment of diabetic foot ulcers. The company is listed on Nasdaq First North Growth Market.