Bli medlem
Bli medlem

Du är här

2020-10-27

Notice to Extraordinary General Meeting in BioInvent International AB

As a part of the license agreement that BioInvent on this day has entered into with CASI Pharmaceuticals, Inc. ("CASI"), as announced by way of separate press release, the Board of Directors has, subject to the approval by the general meeting, resolved to issue 29,395,311 new shares in the Company to CASI together with 14,697,655 new warrants. The new shares will be issued at a subscription price of SEK 2.09 per share, which corresponds to 130 % of the average volume weighted price for the Company's share during the ten (10) trading days prior to the Board of Directors' resolution on the new share issue. One warrant entitles to subscription for one new share in Company during a period of five years at a subscription price of SEK 3.14, which corresponds to 150 % of the subscription price for the new shares. The warrants are issued at no separate option premium. Further to the new issue, BioInvent will receive total issue proceeds of SEK 61,436,199.99 and the new shares will correspond to approximately 3.0 per cent of the number of shares and votes in the Company after the issue. The new shares is expected to be admitted to trading on or around 4 December 2020, after the approval of the general meeting. Upon exercise of the warrants, the Company may additionally receive a maximum of SEK 46,150,636.70.

At the same time, the Board of Directors proposes, in order to achieve an appropriate number of shares in the Company, that the general meeting resolves on a reverse share split, whereby twenty-five (25) existing shares will be consolidated into one (1) new share (1:25). It is proposed that the Board of Directors is authorized to determine the record date for the reverse share split, which is intended to be implemented as soon as possible.

Further, in order to adjust the size of the Company's share capital to the Company's operations, the Board of Directors proposes that the general meeting also resolves on a reduction of the share capital, in such way that the share capital is reduced by approximately SEK 71 million from approximately SEK 79 million to approximately SEK 8 million. The reduction is made for allocation to unrestricted shareholders' equity and will be made without cancellation of shares. The total equity remains unaffected. The reduction means that quota value of each share is changed from approximately SEK 2.00 per share (subsequent to the reverse share split according to above) to SEK 0.20 per share. The reduction of the share capital is conditional upon authorization from the Swedish Companies Registration Office (Sw. Bolagsverket) (or a court of general jurisdiction) and is expected to be implemented in March 2021 after the authorization.

Finally, the Board of Directors also submits a proposal for an updated authorization for the Board to decide on a new issue of shares comprising 109,378,025 new shares (corresponding to 4,375,121 shares after the reverse share split).

Both the reverse share split and the reduction of the share capital require amendments to the Articles of Association. For the complete proposals, please refer to the notice.

NOTICE TO EXTRAORDINARY GENERAL MEETING IN BIOINVENT INTERNATIONAL AB

The shareholders of BioInvent International AB (publ), Reg. No 556537-7263, are hereby invited to attend the Extraordinary General Meeting (the "EGM") to be held at 10.00 a.m., Friday 27 November 2020 at Elite Hotel Ideon on Scheelevägen 27 in Lund, Sweden.

A.                         NOTICE OF ATTENDANCE

Shareholders who wish to attend the EGM must:

(i)                  be recorded in the printout of the share register maintained by Euroclear Sweden AB ("Euroclear"), as of Thursday 19 November 2020; and

(ii)                 notify the company of their intention to attend the meeting at the address BioInvent International AB, Ideongatan 1, SE-223 70 Lund, Sweden, att: Stefan Ericsson, by telephone +46 46 286 85 50 or by e-mail stefan.ericsson@bioinvent.comon Monday 23 November 2020 at the latest, preferably before 4 p.m.

On giving notice of attendance, the shareholder shall state name, personal identity number/registration number, number of shares held, phone number and, if applicable, the name of any representative. Proxy to act on behalf of a shareholder should be sent together with the notice of attendance and the proxy must be presented in original at the latest at the EGM. Representative of a legal person shall provide a copy of a registration certificate or similar documents of authorization. Proxy form is available at the company's website www.bioinvent.se and will be provided directly to shareholders who so request.

Shareholders whose shares are nominee-registered must temporarily re-register their shares in their own name in the shareholders' register maintained by Euroclear in order to participate in the EGM (so called "voting rights registration"). The shareholders' registers as of the record date on Thursday 19 November 2020 will include voting rights registrations made not later than Monday 23 November 2020. Therefore, shareholders must, in accordance with the respective nominee's routines, in due time before said date request their nominee to carry out such voting rights registration.

With a view to comply with the recommendations of the Public Health Agency of Sweden to limit social contacts as far as possible, the Board of Directors has resolved that shareholders in BioInvent shall be able to exercise its voting rights at the EGM by post, in accordance with the temporary rules which the Swedish Parliament has enacted. The aim is to minimize the number of persons gathered at the location of the general meeting. BioInvent therefore encourage the shareholders to use this opportunity in order to minimize the number of participants attending the meeting in person and thus reduce the spread of the infection.

Postal voting
Shareholders who wish to exercise the possibility to vote by post shall - in addition to being included in the shareholder's register and having registered their participation in accordance with above - use a postal voting form that will be available on BioInvent's website, www.bioinvent.se. The postal voting form shall be sent to BioInvent by e-mail to stefan.ericsson@bioinvent.comor by regular mail to BioInvent International AB, Ideongatan 1, SE-223 70 Lund, Sweden, att: Stefan Ericsson. If the shareholder is a legal entity, a copy of the registration certificate or, if such document does not exist, a similar document of authorization is to be attached. The postal voting form must be BioInvent at hand no later than Monday 23 November 2020. The shareholder may not provide the postal vote with specific instructions or conditions. If so, the entire vote is invalid.

B.                         AGENDA FOR THE MEETING

Proposal for agenda

1.                     Opening of the meeting

2.                     Election of Chairman of the meeting

3.                     Preparation and approval of the voting list

4.                     Election of persons to approve the minutes

5.                     Determination of compliance with the rules of convocation

6.                     Approval of the agenda

7.                     Resolution on amendment of the Articles of Association

8.                     Approval of the Board of Directors' resolution on a directed issue of shares and warrants

9.                     Resolution on

                        (a)         a reverse share split; and

                        (b)         amendment of the Articles of Association

10.                  Resolution on

                        (a)         reduction of the share capital; and

                        (b)         amendment of the Articles of Association

11.                  Resolution on authorization of the Board of Directors to resolve on a new shares issue

12.                  Closing of the meeting

Proposals regarding items on the agenda

Resolution on amendment of the Articles of Association (item 7)

For the purpose of enabling the directed issue of shares and warrants, as resolved by the Board of Directors on 27 October 2020 subject to the approval by the EGM, the Board of Directors proposes that general meeting resolves on amendment of § 4 and § 5 of the Articles of Association in accordance with the following:

Current Proposed wording
wording
§ The share The share capital shall amount to no less than 22,400,000
4 capital shall Swedish kronor (SEK) and no more than 89,600,000 Swedish
amount to no kronor (SEK).
less than
20,000,000
Swedish kronor
(SEK) and no
more than
80,000,000
Swedish kronor
(SEK).
§ The number of The number of shares shall be not less than 280,000,000 and
5 shares shall not more than 1,120,000,000.
be not less
than
250,000,000
and not more
than
1,000,000,000.

The resolution in accordance with the above proposal is conditional upon the general meeting approving the Board of Directors' resolution on a directed issue of shares and warrants under item 8.

Approval of the Board of Directors' resolution on a directed issue of shares and warrants (item 8)

The Board of Directors proposes that the general meeting approves the Board of Directors' resolution on a directed issue of shares and warrants on the following terms and conditions.

1. The company shall issue 29,395,311 new shares and 14,697,655 new warrants of series 2020/2025, each with a right to subscribe for one (1) new share in the company.
 
2. With deviation from the shareholders' preferential rights, CASI Pharmaceuticals, Inc shall have the right to subscribe for the new shares and warrants. Oversubscription cannot occur.
 
3. Through the issue of the new shares, the share capital of the company will increase by SEK 2,351,624.88.

4. At the subscription for new shares following exercise of the warrants of series 2020/2025, the share capital of the company may increase by maximum SEK 1,175,812.40.

5. The subscription price for each new share shall be SEK 2.09 per share. The warrants are issued at no separate option premium.
 
6. Subscription of the new shares and warrants shall be made on a separate subscription list no later than 27 November 2020. The Board of Directors is authorized to extend the subscription period.
 
7. Subscribed shares shall be paid in cash no later than 1 December 2020. The Board of Directors is authorized to extend the payment period.
 
8. Subscription can only take place of all shares and warrants together and thus not of shares or warrants separately. Allotment can only be made of all shares and warrants together.
 
9. The new shares shall entitle to dividend as from the first record date for dividend to occur after the registration of the new share issue with the Swedish Companies Registration Office.
 
10. For the terms and conditions for the warrants of series 2020/2025 and the exercise of the option right, please refer to "Terms and conditions for subscription warrants series 2020/2025 regarding subscription for shares in BioInvent International AB (publ)". The terms and conditions for the warrants include:
 
a. One (1) warrant entitle the warrant holder to subscribe for one (1) new share in the company at a subscription price of SEK 3.14 per share.
 
b. Subscription of the new shares by exercise of warrants of series 2020/2025 shall take place during the period from and including 27 November 2020 (when the warrants have been registered ...

Författare BioInvent

Tala om vad ni tycker

Tala om vad ni tycker

Ni är just nu inne på en betaversion av nya aktiespararna. Lämna gärna feedback på vad ni tycker i formuläret nedan.