ANNOUNCEMENT FROM SOTKAMO SILVER AB AGM ON 21 MARCH 2014
Sotkamo Silver AB (publ) held its Annual General Meeting (AGM) on Friday 21 March 2014 in Stockholm.
The following main decisions were made at the AGM:
The income statement and the balance sheet for both the parent company and the group regarding the financial year 2013 were adopted by the AGM. The AGM decided that no dividend would be paid out for the financial year 2013. The members of the Board and the CEO were granted discharge from liability for the financial year 2013.
The AGM decided that the Board would comprise of four ordinary members and re-elected Mauri Visuri, Teuvo Jurvansuu and Jarmo J. Vesanto as directors and elected Katja Keitaaniemi as new director. Katja Keitaanniemi has a Licentiate of Science: Paper Technology & Industrial Management and a Master of Science: Paper Technology & Pulp Technology from Helsinki University of Technology. Katja Keitaanniemi has previously been Head of Investment Banking Finland & Member of Management Group of Global Investment Banking at Swedbank in Helsinki. Mauri Visuri was re-elected chairman of the Board.
The AGM resolved to re-elect the auditing company PWC until the end of the Annual General Meeting 2015, with Anna Rosendal as the head auditor for the time being.
The guidelines for remuneration for the management and the procedure for appointing the members of the nomination committee were approved in accordance with the proposals from the Board.
The AGM approved the nomination committee’s proposal for annual fees to the board of directors with a total of SEK 450.000.
The AGM decided to adopt new articles of association in which the minimum and the maximum amount allowed for the share capital has been changed.
The AGM decided to reduce the share capital with SEK 56,638,537.47 by allocation to a non-restricted reserve to be used in accordance with the shareholders’ decision. The reduction of the share capital will be made without redemption of shares by changing the share quota value from appr. SEK 10 to SEK 6 per share.
The AGM decided to approve the Board’s resolution as per 14 February 2014 to carry out a rights issue and to increase the Company’s share capital with a maximum of SEK 42,478,902 (based on a quota value of SEK 6 per share) through issuing a maximum of 7,079,817 shares. The shareholders will for every share they own in the company receive one subscription right. Two subscription rights will entitle to subscribe for one new share in the company. The new shares will be issued at a subscription price of SEK 6 per share. Record date for the rights issue is 26 March 2014. The subscription period will run as from 31 March 2014 up to and including 14 April 2014. The rights issue is up to 80% secured through subscription undertakings from shareholders and through underwriting commitments. If fully subscribed, the share rights issue will generate a total subscription amount of approximately MSEK 42.5 (before costs). The prospectus that is expected to be published on 28 March 2014 will contain further information regarding the rights issue.
The AGM decided to carry out a bonus issue, thereby increasing the share capital with SEK 22,655,415.87 by making use of the company’s non-restricted equity, to be carried out without issue of new shares.
The AGM decided to reduce the share capital with a maximum of SEK 8,495,780.43. The reduction of the share capital shall correspond to an amount in SEK that is equal to the increase in share capital through the rights issue and the bonus issue resolved by the AGM minus the reduction amount resolved by the AGM, by allocation to a non-restricted reserve to be used in accordance with the shareholders’ decision. The reduction of the share capital will be made without redemption of shares by changing the share quota value.
The AGM resolved, for the period until next annual general meeting, to authorize the board of directors, at one or several occasions, to issue new shares or other financial instruments. The authorization is limited to a maximum dilution of ten (10) percent of the total number of shares outstanding at the time of the first board resolution in accordance with the authorization.
Stockholm on 21 March 2014
SOTKAMO SILVER AB (publ)
Timo Lindborg, VD
Important information
The information in this press release is not an offer to acquire, subscribe or otherwise trade in shares or other securities in Sotkamo Silver. Any invitation to the persons concerned to subscribe for shares in Sotkamo Silver will only be made through the prospectus that Sotkamo Silver expects to publish on 28 March 2014.
This press release may not, directly or indirectly, be released or published in or distributed to or within the United States, Canada, Japan, Australia or any other jurisdiction where such action would require additional prospectuses, filings or other measures in addition to those required under Swedish law. The offer is not made to, and application forms will not be approved from, share subscribers (including shareholders), or persons acting on behalf of share subscribers, in said countries or persons in any other jurisdiction where applications for the subscription for shares would contravene applicable laws or regulations, or would require additional prospectuses, filings, or other measures in addition to those required under Swedish law. Nor may the information in this press release be forwarded or reproduced in any way that would violate such restrictions or would give rise to such requirements. Measures in violation of the restrictions may constitute a breach of relevant securities legislation.
No paid subscribed shares or shares issued by Sotkamo Silver (“Securities”) have been registered, and will not be registered, under the United States Securities Act of 1933 (the “Securities Act”) or the securities legislation of any state or other jurisdiction in the United States, and may not be offered, pledged, sold, resold, delivered or otherwise transferred, directly or indirectly, within the United States or to U.S. persons as defined in Regulation S under the Securities Act (“Regulation S”). The Securities are being offered outside the United States in reliance on Regulation S. There will not be any public offering of Securities in the United States or to U.S. persons.
About Sotkamo Silver AB (publ)
Sotkamo Silver AB´s business concept is to exploit mineral deposits in the Nordic countries with regards to human society and environment. Sotkamo Silver owns, through its subsidiary mineral deposits, which contains silver and gold in Finland. The Company’s main development project is the Silver Mine project in Sotkamo. Sotkamo Silver applies SveMin’s & FinnMin’s respective rules of reporting for public mining & exploration companies. Sotkamo Silver has chosen to report mineral resources and ore reserves according to the internationally accepted JORC or NI 43-101-code. The company applies International Financial Reporting Standards (IFRS) as approved by the European Union.
The ticker symbol is SOSI in NGM and SOSI1 in NASDAQ OMX Helsinki. ISIN-code for Sotkamo Silver shares is SE0001057910.
Read more about Sotkamo Silver on www.sotkamosilver.com or www.silver.fi
For further information: Timo Lindborg, CEO, tel. +358 40 508 3 507
The official Stock Exchange Releases are given in Swedish and there may be slight differences in the translated versions.