Bulletin from extra general meeting of SciBase Holding AB (publ) on 15 November 2017
At the extraordinary general meeting of SciBase Holding AB (publ) on 15 November 2017 in Stockholm the shareholders adopted the below resolutions.
Resolution regarding issuance of shares with preferential rights for the shareholders
The extra general meeting resolved in accordance with the board of directors proposal regarding issuance of new shares with preferential rights for the shareholders.
In order to enable the Company’s launch strategy for the US market and its updated growth plan and to meet the capital need that will arise in connection therewith, the board of directors of the Company proposed that the extraordinary general meeting resolved upon an issuance of new shares with preferential rights for the shareholders (the “Preferential Rights Issue”) on the following terms.
Number of shares and increase of the share capital
The Preferential Rights Issue comprises not more than 9,468,304 shares. The Company’s shareholders shall have preferential rights to subscribe for the issued shares in relation to the number of shares previously held. At full subscription of all shares in the Preferential Rights Issue the Company’s share capital will increase by SEK 35,032,724.8.
Record day
The record day for determination of which shareholders are entitled to subscribe for shares in the Preferential Rights Issue with exercise of preferential rights shall be Wednesday, 22 November 2017 (the “Record Day”).
Right to subscribe for shares
Shareholders who are registered in the Company’s share register kept by Euroclear Sweden AB on the Record Day are entitled to subscribe for shares in the Preferential Rights Issue, whereupon one (1) share entitle to one (1) subscription right and seven (7) subscription rights entitle to subscription of eight (8) new shares.
Subscription price
The subscription price is SEK 9 per share.
Subscription and payment
Subscription of shares in the Preferential Rights Issue shall be made through simultaneous cash payment during the period from and including 27 November 2017 up to and including 11 December 2017. Subscription made without exercise of subscription rights shall be made on a specific subscription list during the period from and including 27 November 2017 up to and including of 11 December 2017. Payment for shares subscribed for without exercise of subscription rights shall be made in cash no later than three (3) business days from the day when a settlement note stating the allotment of shares was sent to the subscriber.
The board of directors shall be entitled to prolong the period for subscription and payment.
Allotment of shares
If not all shares have been subscribed for by exercise of subscription rights, the board of directors shall resolve upon allotment of shares subscribed for without exercise of subscription rights within the maximum amount of the Preferential Rights Issue, whereby the board of directors shall allot shares primarily to those who have also subscribed for shares by exercise of subscription rights (irrespective of if they were shareholders on the Record Day or not) and, in case of oversubscription, pro rata in relation to their subscription made by exercise of subscription rights; secondly, to those who have subscribed for shares without exercise of subscription rights and, if full allotment cannot be made, pro rata in relation to their subscription and, in so far as such allotment cannot be made, through the drawing of lots; thirdly, provided that such allotment is necessary in order for the Preferential Rights Issue to be fully subscribed, to those who have provided guarantee undertakings regarding subscription of shares (based on the guarantee undertakings).
Right to dividends
The new shares shall entitle to dividends for the first time on the first record date for entitlement to dividends taking place after the new shares have been registered with the Swedish Companies Registration Office and in the Company’s share register kept by Euroclear Sweden AB.
Resolution regarding authorisation for the board of directors to resolve upon issuances of shares with preferential rights for the shareholders
The extra general meeting resolved to authorize the board of directors to, up until the next annual general meeting, on one or more occasions, resolve upon issuances of new shares. Issuances of new shares may only be made with preferential rights for the Company’s shareholders and payment may only be made in cash.
For more information, please contact:
Michael Colérus, CFO
Tel: +46 70 341 34 72 E-mail: michael.colerus@scibase.com
The information herein is such that shall be announced in accordance with the Nasdaq First North Rulebook. The information was submitted for publication at 6:00 p.m. (CET) on November 15, 2017.
About SciBase and Nevisense
SciBase AB is a Swedish medical technology company, headquartered in Stockholm that has developed a unique point-of-care device for the accurate detection of malignant melanoma. Its product, Nevisense, helps doctors to detect malignant melanoma, the most dangerous type of skin cancer. SciBase was founded by Stig Ollmar, Associate Professor at The Karolinska Institute in Stockholm, Sweden. Nevisense is based on substantial research and has achieved excellent results in the largest clinical study ever conducted on the detection of malignant melanoma. Nevisense is CE marked in Europe, has TGA approval in Australia, and now also a FDA clearance in the United States. Nevisense is based on a method called Electrical Impedance Spectroscopy (EIS), which uses the varying electrical properties of human tissue to categorize cellular structures and thereby detect malignancies. SciBase is listed on Nasdaq First North (“SCIB”). Avanza is the certified advisor. Further information is available on www.scibase.com.