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2015-04-23

Biotie Therapies Oyj: INVITATION TO THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP.

BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 23 April 2015
at 10.17

INVITATION TO THE ANNUAL GENERAL MEETING OF BIOTIE THERAPIES CORP.

Notice is given to the shareholders of Biotie Therapies Corp. to the Annual
General Meeting to be held on Tuesday, 26 May 2015 at 10.00 a.m. (Finnish
time) at the Conference center Mauno, President auditorium of Biocity
-building, address Tykistökatu 6, Turku, Finland. The reception of
shareholders who have registered for the meeting and the distribution of
voting tickets will commence at 9.30 a.m. (Finnish time).

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to confirm the minutes and to supervise the counting of
votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the financial statements, the report of the Board of
Directors and the auditor's report for the year 2014

- Review by the CEO
- The company's equity is less than a half of the share capital, if the
capital loans are not counted among the items of the company's shareholders'
equity. Possible measures to remedy the financial position of the company.

7. Adoption of the financial statements

8. Booking of the result of the financial year

The Board of Directors proposes that no dividend for the financial year 2014
will be paid and that the net income of the parent company for the financial
year of EUR 5,1 million (FAS) will be carried forward to shareholders'
equity.

9. Resolution on the discharge of the members of the Board of Directors and
the Managing Director from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors proposes on the basis of the recommendation of the
Nomination and Remuneration Committee that the annual remuneration payable to
the members of the Board of Directors would be as follows: EUR 52,000 for the
Chairman, EUR 46,000 for the Deputy Chairman and EUR 36,000 for other Board
members. Further, it is proposed that the following annual remuneration is
paid to the Committees of the Board of Directors: EUR 10,000 for the Chairman
of the Audit Committee, EUR 8,000 for the other Audit Committee members, EUR
8,000 for the Chairman of the Nomination and Remuneration Committee and EUR
4,000 for the other Nomination and Remuneration Committee members. In
addition, it is proposed that reasonable travel expenses in connection with
meetings would be compensated.

11. Resolution on the number of members of the Board of Directors

The Board of Directors proposes on the basis of the recommendation of the
Nomination and Remuneration Committee that the number of members of the Board
of Directors would be five (5).

12. Election of members of the Board of Directors

The Board of Directors proposes on the basis of the recommendation of the
Nomination and Remuneration Committee that the following current members of
the Board would be re-elected as members of the Board of Directors for the
term expiring at the end of the following Annual General Meeting: William M.
Burns, Merja Karhapää, Bernd Kastler, Ismail Kola and Guido Magni.

13. Resolution on the remuneration of the auditors

The Board of Directors proposes on the basis of the recommendation of the
Audit Committee that the auditors' fees would be paid pursuant to a
reasonable invoice.

14. Election of the auditors

The Board of Directors proposes on the basis of the recommendation of the
Audit Committee that the number of auditors would be resolved to be one (1)
and that PricewaterhouseCoopers Oy, authorised public accountants, would be
elected as the auditor of the company. PricewaterhouseCoopers Oy has notified
the company that Samuli Perälä, Authorised Public Accountant, would act as
the auditor in charge.

15. Authorizing the Board of Directors to decide on the issuance of shares as
well as the issuance of options and other rights entitling to shares

The Board of Directors proposes that the Annual General Meeting would
authorize the Board of Directors to resolve by one or several decisions on
issuances which contains the right to issue new shares or dispose of the
shares in the possession of the company and to issue options or other rights
entitling to shares pursuant to chapter 10 of the Finnish Companies Act. The
authorization would consist of up to 95,000,000 shares in the aggregate.

The authorization would not exclude the Board of Directors' right to decide on
a directed issue. The authorization is proposed to be used for material
arrangements from the company's point of view, such as financing or
implementing business arrangements or investments or for other such purposes
determined by the Board of Directors in which case a weighty financial reason
for issuing shares, options or other rights and possibly directing a share
issue would exist.

The Board of Directors would be authorized to resolve on all other terms and
conditions of the issuance of shares, options and other rights entitling to
shares as referred to in chapter 10 of the Finnish Companies Act, including
the payment period, grounds for the determination of the subscription price
and the subscription price or allocation of shares, option or other rights
free of charge or that the subscription price may be paid besides in cash
also by other assets either partially or entirely.

The authorization would be effective until 30 June 2016. The Board of
Directors proposes that the authorization would supersede earlier
authorizations.

16. Resolutions relating to the Transaction (as defined below) on authorizing
the Board of Directors to decide on issuances of shares and special rights
entitling to shares as well as election of the members of the Board of
Directors

Biotie announced on 23 April 2015 its plans to strengthen its capital
structure to finance a Phase 3 double-blinded clinical trial, including the
open label extension, of its lead product candidate tozadenant by in
aggregate approximately EUR 95 million through a directed issue of up to EUR
42.5 million convertible promissory notes (the "Convertible Notes") and other
equity-based instruments (the "Warrants") to certain US investors and certain
existing shareholders (the "Investors") as well as a US public offering of
American Depositary Receipts representing the company's shares (the "US IPO")
and potential other offerings in connection with the US IPO.

The convertible loan, represented by the Convertible Notes, will be subscribed
for and the proceeds thereof will be paid to the company shortly after the
Annual General Meeting and each Convertible Note will have a conversion price
of EUR 0.15 per share. The Convertible Notes can be converted by their
holders at any time prior to the repayment of the Convertible Notes. The
Convertible Notes automatically convert into new shares in the company upon
completion of the US IPO and, should the US IPO not take place, the company
can force the conversion of the Convertible Notes at any time after 1 May
2016. The Convertible Notes can be repaid by the company on after 1 May 2035
if, and to the extent, they have not been converted.

Each Warrant entitles the holder to subscribe for one new or treasury share in
the company at a subscription price of EUR 0.17. The Warrants, irrespective
of the contemplated US IPO, may be exercised for a period of five (5) years
from a date falling five (5) months after issuance of the Warrants.

The transaction, including the issuance of Convertible Notes and Warrants, the
US IPO and possible other offerings in connection with the US IPO
(hereinafter the "Transaction"), is conditional on,inter alia
, the granting of necessary authorizations and election of new Board members
by the Annual General Meeting of Biotie. The Transaction and the agreement
between the company and the Investors have been described in more detail in
the company's stock exchange release published on 23 April 2015.

The Board of Directors, having considered various strategies for financing the
Tozadenant Phase 3 Trial, has concluded that the issuance of the Convertible
Notes and Warrants, and the carrying out of the US IPO and potential other
offerings in connection with the US IPO, is the most favorable option for the
company to raise the large amount of capital required to conduct such a
study. This strategy will enable the product to move quickly into clinical
trials for the benefit of patients, and consequently, to maximize the value
of tozadenant to the company and its shareholders. There are, therefore,
weighty financial reasons from the company's perspective for deviating from
shareholders' pre-emptive subscription rights in the issuance of Convertible
Notes and Warrants, and shares in the US IPO.

In order to implement the Transaction, the Board of Directors proposes that
the Annual General Meeting would (i) authorize the Board of Directors to
resolve on the issuance of shares and special rights giving title to shares
for the purposes of the issuance of Convertible Notes and Warrants and the US
IPO and (ii), on the basis of the recommendation of the Nomination and
Remuneration Committee, elect two (2) new members of the Board of Directors
conditional upon the completion of the issuance of Convertible Notes, as
further set out below.

Existing shareholders representing in aggregate more than 50 per cent of all
the shares and votes in the company have indicated that they will support the
proposal of the Board of Directors.

The proposed authorizations, as presented in items 16 a) - c) below, will not,
if approved by the Annual General Meeting, revoke each other.

The following proposals of the Board of Directors and its Nomination and
Remuneration Committee form an entirety that requires the adoption of all its
individual items by a single decision.

16 a) Authorizing the Board of Directors to decide on the issuance of
Convertible Notes and Warrants

The Board of Directors proposes that the Annual General Meeting would
authorize the Board of Directors to resolve on the issuance of special rights
entitling to shares referred to in Chapter 10, Section 1 of the Finnish
Companies Act (624/2006, as amended) for the purpose of the issuance of
Convertible Notes and Warrants to the Investors, by one or several decisions
as set out above and as follows.

The combined aggregate number of new shares and/or treasury shares to be
potentially issued by virtue of the special rights entitling to shares under
the Convertible Notes and Warrants shall not exceed 562,000,000 shares, which
corresponds to approximately 123 per cent...

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