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2021-11-24

Cint AB: Notice to the extraordinary general meeting inCint Group AB (publ)

The shareholders of Cint Group AB (publ) ("Cint" or the "Company") are hereby given notice of an extraordinary general meeting to be held on 17 December 2021.

In order to prevent the spread of the virus causing Covid-19, the board of directors has decided that the general meeting will be held without the physical presence of shareholders, proxies or external parties and that the shareholders shall have the opportunity to exercise their voting rights only by postal voting prior to the general meeting.

Right to participate and notice of attendance

Shareholders who wish to participate at the general meeting must:
  • be registered in the share register kept by Euroclear Sweden AB on the record date 9December 2021 or, if the shares are registered in the name of a nominee, request that the shares are registered in the shareholder's own name for voting purposes by the nominee not later than on 13 December 2021, and
  • notify their intention to participate by having submitted a postal vote in accordance with the instructions under the heading "Voting by post" below in such manner that ComputershareAB has received the postal vote by 16 December 2021, at the latest. Please note that a notification to attend the general meeting can only be done by a postal vote.

Shareholders with nominee-registered shares held via a bank or other nominee must request the nominee to register them in the shareholder's own name in the share register kept by Euroclear Sweden AB in order to participate in the general meeting (voting registration). As set out above, the nominee must have performed such registration with Euroclear by 13 December 2021. Therefore, the shareholder must contact its nominee well in advance of such day and re-register its shares in accordance with the nominee's instructions.

Shareholders are invited to submit any questions regarding the proposals for the EGM in writing to Cint Group AB (publ), "EGM", Luntmakargatan 18, SE-111 37 Stockholm or by e-mail to egm@cint.com.The Company will address submitted questions through a telephone / video conference which is intended to be held at 14:00 CET on 10 December 2021. The conference call will also be webcast and made available at www.cint.com.

Postal voting

The board of directors has decided that the shareholders shall have the opportunity to exercise their voting rights by a postal vote pursuant to Sections 20 and 22 of the Swedish Act (2020:198) on Temporary Exemptions to Facilitate the Execution of General Meetings in Companies and Associations. The shareholder shall use the voting form and follow the Company's instructions that are available on the Company's website: www.cint.com / Investors / Leadership & Governance / General Meetings (https://investors.cint.com/en/general-meetings) and at the Company's offices, Luntmakargatan 18, SE-111 37 Stockholm. A completed and signed voting form should be sent by mail to Computershare AB, "EGM of Cint AB", Box 5267, SE-102 46 Stockholm. Completed forms must be received by Computershare AB by 16 December 2021, at the latest. The completed and signed form may alternatively be submitted electronically by sending the form to info@computershare.se.Shareholders can also submit their postal votes electronically with BankID through the Company's website. If the shareholder votes by proxy, a power of attorney shall be enclosed with the voting form. A proxy form is available upon request and on the Company's website. If the shareholder is a legal entity, a certificate of incorporation or other authorization document shall be enclosed with the voting form. Shareholders are not allowed to include special instructions or conditions in the postal vote. If special instructions or conditions are included, such postal voting forms become invalid. Further information and conditions can be found in the voting form.

For questions about the general meeting or to receive a postal voting form or proxy form by post, please contact: Cint Group AB (publ), "EGM", Luntmakargatan 18, SE-111 37 Stockholm or send an e-mail to egm@cint.com.

Proposed agenda

1.                 Opening of the meeting
2.                 Appointment of chair of the meeting
3.                 Election of one person to verify the minutes
4.                 Preparation and approval of the voting list
5.                 Approval of the agenda
6.                 Determination whether the meeting has been duly convened
7. Resolution related to the equity financing of the acquisition of Lucid:

a)       resolution on approval of the board of directors' decision on 27 October 2021 on a directed share issue against payment in cash; and

b)       resolution on authorization to the board of directors to resolve on a new issue of shares against payment by way of set-off

8.                 Resolution on two long term incentive programs:

a)       resolution on establishment of a warrant program; and

b)       resolution on establishment of a share option plan and related issuance and transfer of warrants (as hedging arrangement)

9.                 Closing of the meeting

Appointment of chair of the meeting (item 2)

The chair of the board Niklas Savander, or, in his absence, the person designated by the board of directors, is proposed as chairman of the general meeting.

Election of one person to verify the minutes (item 3)

Robert Furuhjelm, representing Cidron Ross S.à r.l., or in his absence, the person designated by the board of directors of directors, is, in addition to the chair, proposed as person to verify the minutes. Also, such assignment includes verifying the voting list and that the received postal votes are correctly reflected in the minutes.

Preparation and approval of the voting list (item 4)

The voting list that is proposed to be approved under item 4 on the agenda is the voting list that Computershare has prepared, on behalf of the Company, based on the shareholders' register and received postal votes and which has been verified and approved by the person to verify the minutes.

Resolution related to the equity financing of the acquisition of Lucid (item 7)

On 27 October 2021, it was announced that the Company had entered into a merger agreement (the"Merger Agreement") with Lucid Holdings LLC ("Lucid") and the sellers of Lucid regarding the acquisition of all of the shares in Lucid (the "Transaction").

Against this background the board of directors proposes, that the general meeting resolves on two share issues related to the equity financing for the Transaction. The share issues in 7 a) and 7 b) shall be passed as one resolution.

Item 7 a) - resolution on approval of the board of directors' decision on 27 October 2021 on a directed share issue against payment in cash

Background
In order to finance part of the cash consideration under the Merger Agreement, the board of directors decided on 27 October 2021 on a directed share issue in two tranches (the "Directed Share Issue"). The subscription price for the new shares in the Directed Share Issue of SEK 111.50 per share was determined through a so-called accelerated bookbuilding procedure targeted at Swedish and international institutional investors conducted by Carnegie Investment Bank AB (publ) and Danske Bank A/S, Danmark, Sverige Filial.

The first tranche of the Directed Share Issue constituted 13,076,200 shares and was resolved upon by the board of directors based on the authorization from the annual general meeting held on 5February 2021 and was registered with the Swedish Companies Registration Office on 28October2021.

The second tranche of the Directed Share Issue constitutes up to 26,385,683 shares and was resolved upon by the board of directors subject to the subsequent approval by the general meeting and upon that all conditions (so called conditions precedent) for the consummation of the acquisition under the Merger Agreement are fulfilled.

Proposal
The board of directors proposes that the general meeting approves the board of directors' resolution on issue of up to 26,385,683 new shares against payment in cash and an increase of the Company's share capital of up to SEK 2,638,568.30. The main terms of the share issue are set out below.

1. The right to subscribe for the shares shall, with deviation from the shareholders' preferential rights, be given to a number of Swedish and international institutional investors in Sweden and abroad. The Company has received subscriptions from such investors for all shares proposed to be issued.
2. A prerequisite for the Merger Agreement for the acquisition of Lucid was that the Company had secured funds through a capital raising. Therefore, the Company has considered the possibilities of raising capital through a rights issue, but concluded that such an alternative is not possible (as it would not have met the timeline to conclude the agreement to acquire Lucid). Other alternatives, including bridge-funding, have been deemed as too costly and thus not in the best interest of the shareholders. The reason for deviating from the shareholders' preferential right is therefore to ensure the most time and cost efficient financing as possible of the transaction and at the same time diversify the shareholder base in the Company.
3. The resolution on issue of shares is conditional on that all conditions (conditions precedent) for the consummation of the acquisition of Lucid are fulfilled in accordance with the Merger Agreement.
4. The new shares shall be issued at a subscription price of SEK 111.50 per share. The price of SEK 111.50 per share has been determined through an accelerated book building procedure, conducted by Carnegie Investment Bank AB (publ) and Danske Bank A/S, Danmark, Sverige Filial, which, according to the board of directors' assessment, corresponds to the market value of the shares.
5. The new shares shall entitle the holder to dividends from the first record date for dividends that takes place after the shares have been registered with the Swedish Companies Registration Office.
6. Each of the members of the board of directors and the CEO and CFO of the Company, or whomever appointed by any of them, is authorised to make those minor changes to the resolution that may prove to be necessary in connection with registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.

Item 7 b) - resolution on authorization to the board of directors to resolve on a new issue of shares against payment by way of set-off

Background
Part of the consideration to the sellers of Lucid is, in accordance with the terms of the Merger Agreement, intended to be paid by way of newly issued shares in the Company. The number of shares intended to be issued as such consideration is up to 36,292,902 shares at a subscription price for the new shares of approx. USD 13.11 per share equivalent to an amount of USD 475,799,950. The sellers' right to receive such consideration (the "Claim") is intended to be set off as payment by the sellers for the newly issued shares in Cint.

Proposal
The board of directors proposes that the general meeting authorizes the board of directors to, prior to the next annual general meeting of the Company, at one or several occasions, resolve on a new issue of up to 36,292,902 shares against payment by way of set-off of the Claim and increase of the Company's share capital of up to...

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