Entitlement to participate and notification
Shareholders who wish to participate at the extraordinary general meeting must:
- be included in the share register maintained by Euroclear Sweden AB on Wednesday 23 March 2016, and
- notify the Company in writing by no later than Wednesday 23 March 2016 to NeuroVive Pharmaceutical AB, Medicon Village, Scheelevägen 2, 223 81 Lund, Sweden. Such notification may also be made by telephone +46 (0)46 275 6220, fax +46 (0)46 888 8348 or by email: info@neurovive.com.
Such notification shall include the shareholder’s name, personal identification number or corporate registration number (or similar), address and daytime telephone number, number of shares, details on advisors (no more than two), if any, and where applicable, details of representatives or proxies.
Nominee-registered shares
To be entitled to participate in the general meeting, shareholders whose shares are registered in the name of a nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB in order to be entitled to attend the general meeting. Such registration must be duly affected in the share register on Wednesday 23 March 2016, and the shareholders must therefore advise their nominees well in advance of such date.
Proxies etc.
If shareholders attend by proxy, such proxy must bring a written power of attorney, dated and signed by the shareholder to the meeting. The power of attorney may not be valid for a period longer than five years from its issuance. If the power of attorney has been issued by a legal entity, the proxy should also bring the relevant certificate of registration or corresponding legitimacy papers for the legal entity. To facilitate entry, a copy of the power of attorney and other legitimacy papers should be attached to the notification of attendance of the meeting. Power of attorney forms are available at the Company’s website www.neurovive.se and can be sent by mail to shareholders that contact the Company stating their mail address.
Number of shares and votes
At the time of publication of this notice, the total number of shares and votes in the Company is 31,473,685. The Company does not hold any treasury shares.
Proposed agenda
- Opening of the general meeting and election of chairman of the general meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of one or two persons to verify the minutes
- Determination as to whether the meeting has been duly convened
- Resolution to a) amend the articles of association, and b) approve the board of directors’ resolution to issue new shares and warrants (Units) with preferential rights for existing shareholders
- Closing of the general meeting
Proposed resolutions
Item 6 – Resolution to a) amend the articles of association, and b) approve the board of directors’ resolution to issue new shares and warrants (Units) with preferential rights for existing shareholders
a) Resolution to amend the articles of association
To enable the new issue of shares and warrants with preferential rights for existing shareholders in accordance with item b) below, the limits for the share capital and the number of shares in the articles of association must be amended.
The board of directors therefore proposes that the general meeting resolves to amend the limits of the share capital in the articles of association from minimum SEK 591,000 and maximum SEK 2,364,000 to minimum SEK 1,500,000 and maximum SEK 6,000,000. If the general meeting resolves in accordance with the proposal, § 4 of the articles of association will have the following wording:
”The share capital shall be not less than SEK 1,500,000 and not more than SEK 6,000,000.”
The board of directors also proposes that the general meeting resolves to amend the limits of the number of shares in the articles of association from minimum 11,820,000 and maximum 47,280,000 to minimum 30,000,000 and maximum 120,000,000. If the general meeting resolves in accordance with the proposal, § 5 of the articles of association will have the following wording:
“The number of shares shall be not less than 30,000,000 and not more than 120,000,000.”
b) Resolution to approve the board of directors’ resolution to issue new shares and warrants (Units) with preferential rights for existing shareholders
The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution as of 28 February 2016, to increase the Company’s share capital with not more than SEK 899,248 by an issue of not more than 17,984,960 new shares.
Further, the board of directors proposes that the general meeting resolves to approve the board of directors’ resolution as of 28 February 2016, to issue not more than 2,248,120 warrants of series 2016/2017:1, entitling to subscription of not more than 2,248,120 shares in the Company, whereby the Company’s share capital may, upon exercise of the warrants of series 2016/2017:1, increase with not more than SEK 112,406, and to issue not more than 2,248,120 warrants of series 2016/2017:2, entitling to subscription of not more than 2,248,120 shares in the Company, whereby the Company’s share capital may, upon exercise of the warrants of series 2016/2017:2, increase with not more than SEK 112,406.
The issues shall be considered as one resolution and be conducted through issuance of so called Units (the “Issue”). The Issue shall be conducted with preferential rights for existing shareholders on the terms and conditions set out below.
Persons who, on the record date for the Issue are recorded as shareholders of the Company shall have preferential right to subscribe for Units in the Issue. The shareholders are entitled to subscribe for Units pro rata in relation to the number of shares they hold before.
One (1) existing share entitles to one (1) Unit right. Fourteen (14) Unit rights entitle to subscription of one (1) Unit, consisting of eight (8) new shares, one (1) warrant of series 2016/2017:1 and one (1) warrant of series 2016/2017:2. One (1) warrant of series 2016/2017:1 entitles to subscription of one (1) share in the Company and one (1) warrant of series 2016/2017:2 entitles to subscription of one (1) share in the Company. The subscription price per Unit is SEK 42, corresponding to a subscription price of SEK 5.25 per share. The warrants are issued without consideration.
In the event that all Units are not subscribed for with Unit rights, i.e. preferential rights, the board of directors shall, within the limit of the maximum amount of the Issue, resolve on allocation of Units that are not subscribed for with preferential rights. Such allocation shall firstly be made to subscribers that have subscribed for Units with Unit rights, irrespectively if they were shareholders at the record date or not, and, should the Issue be oversubscribed, in relation to the number of Units such persons have subscribed for in the Issue and, if this cannot be made, through drawing of lots. Allocation shall secondly be made to other subscribers who have subscribed for Units without Unit rights and, should the Issue be oversubscribed, in relation to the number of Units that such persons have given notice to subscribe for, and if this cannot be made, through drawing of lots. Thirdly, allocation may be made to guarantors pro rata in relation to guaranteed amount.
The record date for deciding which shareholders who are entitled to subscribe for Units with preferential right shall be Friday 8 April 2016.
Subscription of Units with Unit rights shall be made through payment in cash during the period from and including 18 April 2016 to and including 2 May 2016. The board of directors shall have the right to extend the subscription period and payment period. Subscription of Units without Unit rights shall be made during the period stated above. Such subscription shall be made on a separate subscription list. Payment for Units subscribed for without preferential rights shall be made in cash no later than three (3) banking days after the contract notes evidencing the allocation of Units has been sent out. The board of directors shall have the right to extend the subscription period and payment period. Subscription as concerns possible subscriptions made by guarantors shall be made on a separate subscription list no later than five (5) banking days after the end of the subscription period. Payment for such subscribed and allocated Units shall be made in cash no later than three (3) banking days after the contract notes evidencing the allocation of Units has been sent out. The board of directors shall have the right to extend the subscription period and payment period.
The new shares entitle to dividends for the first time on the first record date for dividend that take place after the Issue has been registered with the Swedish Companies Registration Office and the shares have been recorded in the share register kept by Euroclear Sweden AB. The new shares issued after subscription with warrants of series 2016/2017:1 and series 2016/2017:2 entitle to dividends for the first time on the first record date for dividend that take place after the new shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
One (1) warrant of series 2016/2017:1 entitles the holder to subscribe for one (1) new share in the Company and the subscription price shall be SEK 6.50.
One (1) warrant of series 2016/2017:2 entitles the holder to subscribe for one (1) new share in the Company and the subscription price shall correspond to 70 percent of the volume-weighted average price of the Company’s share at Nasdaq Stockholm during the 15 trading days prior to the subscription period commences, but not less than SEK 8.
Subscription of shares in the Company with warrants of series 2016/2017:1 may take place during the period from and including 2 January 2017 up to and including 28 February 2017.
Subscription of shares in the Company with warrants of series 2016/2017:2 may take place during the period from and including 1 June 2017 up to and including 30 June 2017.
The managing director, or any other person appointed by the board of directors, shall have the right to take those minor measures that may be required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
The general meetings’ resolution under item a)-b) above shall be resolved upon as one decision. Such resolution requires, for its validity, that a minimum of two-thirds of the votes cast and the shares represented support the resolution.
Miscellaneous
The board of directors and the CEO shall, upon request by any shareholder and where the board of directors determines that it can be done without material harm to the Company, provide information of circumstances which may affect the assessment of a matter on the agenda.
The board of directors’ complete proposal as well as other documents according to the Swedish Companies Act will be held available at the Company’s office with address Medicon Village, Scheelevägen 2, in Lund, Sweden and the Company’s website www.neurovive.se from no later than 10 March 2016. The documents will also be sent to shareholders who so request and inform the Company of their postal address.
About NeuroVive
NeuroVive Pharmaceutical AB (publ) is a pioneer in mitochondrial medicine and a company committed to the discovery and development of highly targeted candidates that preserve mitochondrial integrity and function in areas of significant therapeutic need. NeuroVive’s business approach is driven by value-adding partnerships with mitochondrial research institutions and commercial partners across the globe. NeuroVive’s portfolio consists of two clinical projects in acute kidney injury (AKI) and traumatic brain injury (TBI) with candidates in clinical and preclinical development and two drug discovery platforms. The NeuroSTAT® product has orphan drug status in Europe and in the US for treatment of moderate to severe traumatic brain injury and is currently being evaluated in a study, CHIC. Ciclosporin is being evaluated in an on-going study, CiPRICS, in acute kidney injury during major surgery. NeuroVive’s shares are listed on Nasdaq, Stockholm, Sweden.
For Investor Relations and media questions, please contact:
Christine Tadgell, Tel: +46 (0)46 275 62 21 or ir@neurovive.com
NeuroVive Pharmaceutical AB (publ)
Medicon Village, SE-223 81 Lund, Sweden
Tel: +46 (0)46 275 62 20 (switchboard), Fax: +46 (0)46 888 83 48
info@neurovive.com, www.neurovive.com
NeuroVive Pharmaceutical AB (publ) is required to publish the information in this news release under The Swedish Securities Market Act. The information was submitted for publication on 29 February, 2016, at 8.40 a.m. CET.