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2021-09-14

Genetic Analysis AS: Correction : GEAN - Notice of Extraordinary General Meeting

Correction: Correction of the previously disclosed press release since the information must be disclosed in its entirety in the press release and cannot only contain a reference to an attached  PDF-file.

OSLO, NORWAY - 13 September 2021: Notice is hereby served of an extraordinary general meeting of Genetic Analysis AS (the "Company").

The general meeting will be held in the Company's offices in Kabelgata 8, 0580 Oslo on 20 September 2021 at 14:00 hrs.

Please note: Due to the corona pandemic and meeting restrictions, shareholders are urged not to attend the general meeting in person. Shareholders are urged to deliver a proxy. It will be possible to participate at the general meeting electronically through Microsoft Teams. Please refer to further information under the heading "Registration procedures and general information".

  

Agenda:
1. Opening of the general meeting by the chairperson of the board
2. Election of a chairperson and a person to co-sign the minutes
The board proposes that the chairperson of the board, Ms. Kathryn M Baker is
elected as chairperson of the meeting.
3. Approval of the notice and the agenda
4. Share capital increase in connection with listing of the company's shares
on Spotlight Stock Market
In advance of the planned listing of the Company's shares and warrants of
series TO 1 and TO 2 on Spotlight Stock Market, the Board proposes a placement
of shares and warrants in the Company (the "Offering"). The Offering is
required in order to carry out the listing and shall ensure larger spread of
the shares to facilitate for better liquidity in the Company's shares
following the planned listing.
The Offering will be directed towards new investors who have been allocated
shares and warrants in an offering managed by Sedermera Fondkommission, which
have been engaged as Swedish financial advisor for the Company (the "Financial
Advisor") in connection with the Offering and the listing process. The Board
accordingly proposes that the existing shareholders preferential rights to
subscribe for shares and warrants is set aside in the Offering, cf. the
Private Limited Companies Act § 10-5 and § 11-3. The offer period for the
Offering is from 30 August 2021 to 13 September 2021. The Board will carry out
allocation of shares in the Offering in advance of the extraordinary general
meeting on 20 September 2021, conditional on the general meeting resolving a
share capital increase.
The total subscription ("Total Subscription Amount") to be raised by the
Company in the Offering depends on the applications received and the
allocation decision by the board, but will be maximum NOK 60,060,000. The
Total Subscription Amount will be determined by the Board in advance of the
general meeting's approval of the share capital increase and issuance of
warrants in the Offering. The number of shares to be issued in the Offering
("Exact Number of Offer Shares") will correspond to the Total Subscription
Amount divided by the subscription price of NOK 7.80 per share. Exact Number
of Offer Shares will be maximum 7,700,000 and maximum share capital increase
will be NOK 4,620,000, corresponding to Exact Number of Offer Shares
multiplied with the par value of NOK 0.60 per share.
The Board's adjusted proposal for a resolution to increase the share capital
will include the Exact Number of Offer Shares and the corresponding share
capital increase as well as Total Subscription Amount, in accordance with what
is outlined above, and will be presented at the general meeting.
Shares can only be subscribed in combination with warrants which are
subscribed without consideration and provides for a right to subscribe for one
(1) new share in the Company, par value NOK 0,60, at a subscription price of
NOK 9,30 in the period from and including 2 November 2022 to and including 16
November 2022 (series "TO 1") and warrants which are subscribed without
consideration and provides for a right to subscribe for one (1) new share in
the Company, par value NOK 0,60, at a subscription price of NOK 10,70 in the
period from and including 8 November 2023 to and including 22 November 2023
(series "TO 2"), with the ratio 10 shares : 6 warrants series TO 1 : 7
warrants series TO 2. The exact number of warrants series TO 1 in the Offering
will be determined by the Board in advance of the general meeting within a
maximum number of 4,620,000 and correspondingly for warrants series TO 2
limited to maximum 5,390,000, subject the general meeting's approval.
The new shares and warrants in the Offering will be subscribed by banks that
shall redistribute the shares and warrants to investors that the Board has
approved conditional allocations to in advance of the general meeting.
The Board's proposed resolutions on issuance of warrants are included under
item 5 and 6.
The purpose of the Offering indicates that the existing shareholders'
preferential rights to subscribe for shares and warrants are set aside.
Based on the above, the Board proposes that the General Meeting passes the
following resolution to increase the share capital:
(i)            "The Company's share capital is increased with NOK [ ] by
issuance of [ ] new shares, each of par value NOK 0.60.[1]
(ii) The subscription price shall be NOK 7.80 per share.
(iii)          Existing shareholders' preferential rights to subscribe for new
shares in accordance with the Private Limited Companies Act § 10-4 (1) is set
aside in accordance with the Private Limited Companies Act § 10-5.
(iv)          The new shares shall be subscribed by subscribers as included in
appendix to the minutes from the general meeting and with such distribution as
listed therein. Subscriptions shall be made in a separate subscription form.
(v)           The deadline for subscribing the new shares shall be 20
September 2021.
(vi)          The total subscription amount shall be paid to a separate bank
account for share issue purposes within 21 September 2021.
(vii)         The new shares gives the holder right to dividends and other
shareholder rights from the time the share capital increase is registered with
the Norwegian Register of Business Enterprises.
(viii)        The Company's expenses in relation to the Private Placement is
estimated to about MNOK 5,4 ex. VAT.
(ix)          § 4 in the Company's articles shall be amended to reflect the
share capital and number of shares in the Company after the share capital
increase".
(x) This resolution is conditional on the general meeting approving the board
of director's proposals under item 5 and 6."

5. Issuance of warrants series TO 1
With reference to the proposal discussed under item 4 and related reasoning,
the Board proposes that the general meeting passes a resolution to issue
warrants series TO 1 as included below:
(i) The Company shall issue [●] warrants in accordance with the provisions of
the Limited Companies Act Chapter 11 III, each identified as "TO 1".[2]
(ii) Each warrant shall give the right to subscribe for one (1) new share in
the Company, nominal value NOK 0.60, at a subscription price of NOK 9.30.
(iii) No consideration shall be payable for the issuance of the warrants.
(iv) The warrants will be registered in the Central Securities Depository of
Norway (VPS). The warrants are freely transferable.
(v) The warrants shall be subscribed by subscribers as included in appendix to
the minutes from the general meeting and with such distribution as listed
therein, and in the same ratio as they subscribe shares in the Offering, with
a number of warrants constituting 60% of the number of allocated shares.
Subscriptions shall be made in a separate subscription form.
(vi) The deadline for subscribing the new shares shall be 20 September 2021.
(vii) The warrants may be exercised by written notice to the Company in the
period from and including 2 November 2022 to and including 16 November 2022.
(viii) Shares to be issued as a result of the exercise of the warrants shall
carry rights to dividends from the date on which the relevant capital increase
is registered with the Register of Business Enterprises.
(ix) In the event of any split or consolidation of the Company's shares, the
number of warrants and the exercise price shall be adjusted correspondingly.
In case of dividend, the exercise price shall be reduced on a NOK by NOK basis
for any dividend paid on each share. The warrants shall not carry any special
rights in the event of a liquidation or transformation of the Company.
(x) If the Company after the date of this general meeting carries out a bonus
issue, the warrants and the subscription price shall be adjusted
proportionally in the same manner as for a split of the Company's shares.
(xi) The holders of the warrants shall otherwise have no rights in connection
with share issues or reduction of share classes or in connection with issues
of additional warrants. In connection with mergers, demergers and
transformation, the holders shall have the same rights as a shareholder as
adjusted for the share contribution not having been paid in.
(xii) This resolution is conditional on the general meeting approving the
board of director's proposals under item 4 and 6."

6. Issuance of warrants series TO 2
With reference to the proposal discussed under item 4 and related reasoning,
the Board proposes that the general meeting passes a resolution to issue
warrants series TO 2 as included below:
(i) The Company shall issue [●] warrants in accordance with the provisions of
the Limited Companies Act Chapter 11 III, each identified as "TO 2".[3]
(ii) Each warrant shall give the right to subscribe for one (1) new share in
the Company, nominal value NOK 0.60, at a subscription price of NOK 10.70.
(iii) No consideration shall be payable for the issuance of the warrants.
(iv) The warrants will be registered in the Central Securities Depository of
Norway (VPS). The warrants are freely transferable.
(v) The warrants shall be subscribed by subscribers as included in appendix to
the minutes from the general meeting and with such distribution as listed
therein, and in the same ratio as they subscribe shares in the Offering, with
a number of warrants constituting 70% of the number of allocated shares.
Subscriptions shall be made in a separate subscription form.
(vi) The deadline for subscribing the new shares shall be 20 September 2021.
(vii) The warrants may be exercised by written notice to the Company in the
period from and including 8 November 2023 to and including 22 November 2023.
(viii) Shares to be issued as a result of the exercise of the warrants shall
carry rights to dividends from the date on which the relevant capital increase
is registered with the Register of Business Enterprises.
(ix) In the event of any split or consolidation of the Company's shares, the
number of warrants and the exercise price shall be adjusted correspondingly.
In case of dividend, the exercise price shall be reduced on a NOK by NOK basis
for any dividend paid on each share. The warrants shall not carry any special
rights in the event of a liquidation or transformation of the Company.
(x) If the Company after the date of this general...

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