Report from the Extraordinary General Meeting of OmniCar Holding AB held on 21 December 2017
OmniCar Holding AB held an Extraordinary General Meeting on Thursday, 21 December 2017. The main resolutions passed at the meeting were as follows. More detailed information about the contents of the resolutions may be obtained from the complete notice of the EGM and the complete proposals that are available on the Company’s website, www.omnicar.com.
Resolution on private placement of units
The terms of the board’s proposal to the unit issue are essentially as follows. The Company shall issue no more than 500,000 new units (”Units”). The Units may be subscribed by fifteen selected investors with deviation from the shareholders’ preferential rights. Each Unit consists of four shares and three warrants in the Company. The subscription price shall be SEK 62 per Unit, of which SEK 15.50 will be attributable to each share and the warrants are issued free of charge. Each warrant gives its holder the right to subscribe for one new share in the Company, at a subscription price of SEK 18.60, during the period from and including 1 December 2019 to and including 30 November 2020. The Company receives proceeds of SEK 31,000,000 if the Units issue is fully subscribed and an additional SEK 27,900,000 if all warrants are exercised.
The Units have been subscribed by Lisa Mossinger, Anders Oscarsson, Mats Nylander, William Hatle, Alexander Ivarsson, Daniel Erlandsson, Erik Arvidsson, Jimmy Jönsson, Christian Jeppsson, Andreas Samuelsson, Simon Mattsson, Henric Stenholm, Oliver Molse, Oscar Molse and Modelio Equity AB.
The objective of the issue is to strengthen the Company's financial position. The Company finds that the Unit Issue is best suited for this purpose, due to the limited size of the issue, time factors and conditions for other funding.
The subscription price for a Unit, which is SEK 15.50 per share in the Unit for a total subscription price of SEK 62 per unit, is based on the volume weighted average price on Monday 27 November 2017 with a discount of 15 percent.
If all warrants are fully exercised, the number of shares in the Company may increase by no more than 3,500,000, of which 2,000,000 consist of the shares in the Units and 1,500,000 of shares that may arise through full exercise of the warrants. Under the same conditions the Company's share capital may increase by no more than SEK 350,000, of which SEK 200,000 refers to the shares in the Units and SEK 150,000 refers to the shares that may arise through full exercise of the warrants. The Unit Issue will result in a share dilution of approximately 13.8 percent from the issued shares and may result in an additional share dilution of approximately 9.4 percent if all warrants are exercised for subscription of shares, in relation to the number of shares after the Unit Issue.
Election of a new director
The EGM resolved to elect Andreas Klainguti as a new member of the board of directors.
Andreas Klainguti has worked for more than 25 years in Investment Banking for Merrill Lynch, Standard Chartered Bank and Citigroup in Zurich, London and Hong Kong. As a Manging Director he was Head of Derivatives EMEA and Asia, Head of Global Equity Trading and Head of Global Strategic Risk. Since moving to Denmark in 2013 he has been advising various Banks and Hedge Funds on Business set up, risk and manager selection while running his own investment company.
Andreas Klainguti replaces the director Mikkel Lippmann.
For more information about OmniCar AB, please contact
Claus T. Hansen, CEO
Om OmniCar Holding AB
OmniCar Holding AB (559113-3987) OmniCar is a 100% ‘plug-and-play’ online solution. No more time-consuming management and manual invoicing. OmniCar allows you to manage your service agreements digitally with a layout that is fully customised to meet your business’s individual requirements and specifications. You save time and administrative resources thanks to the automated system management of all processes.