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2016-10-12

Nexam Chemical: Notice of the Extraordinary General Meeting in Nexam Chemical Holding AB (publ)

The shareholders of Nexam Chemical Holding AB (publ), corporate
identity number 556919-9432, are hereby convened to the Extraordinary
General Meeting, held at 3.00 p.m. on Friday, 28 October 2016 at
Nexam Chemical, Scheelevägen 19, in Lund. Admission for registration
from 2.45 p.m.

Notice of the Extraordinary Shareholders Meeting

The shareholders of Nexam Chemical Holding AB (publ), ("Holding"), are
hereby convened to attend the Extraordinary General Meeting ("EGM")
held at 3.00 p.m. on Friday, 28 October 2016 at Nexam Chemical,
Scheelevägen 19, in Lund.

Entitlement to participate and notification

Shareholders wishing to attend the EGM must,

· first, be listed in the share register kept by Euroclear Sweden
AB on Saturday, 22 October 2016, and

· secondly, not later than Monday, 24 October 2016, inform Holding
in writing of their attendance and number of assistances, if any, to
Nexam Chemical Holding AB (publ), Bolagsstämma, Scheelevägen 19, 223
63 Lund. Such notification can also be given by telephone +46 733 88
98 38, or by e-mail to info@nexamchemical.com.

Notification ought to include the shareholder's name, address,
telephone number, personal or corporate identity number, registered
shareholding and information on proxies and number of assistances, if
any. Notification and particulars of any proxy and assistances will
be registered with Holding to provide the basis for the voting list.

Proxies etc.

If shareholders attend by proxy, such proxy must bring a written power
of attorney, dated and signed by the shareholder, to the EGM. This
power of attorney may not be older than one year, unless a longer
term of validity (although subject to a maximum of five years) is
stated in the power of attorney. If the power of attorney is issued
by a legal entity, a certified copy of registration certificate or
equivalent document for the legal entity shall be presented. To
facilitate entry, a copy of the power of attorney and other
legitimacy papers is preferably attached to the notification of
attendance of the EGM. Forms for power of attorney can be found at
the Company's website www.nexamchemical.com and at the head office in
Lund, (Scheelevägen 19) and will be sent to shareholders who so
request and state their address.

Nominee-registered shares

Shareholders who have their holdings nominee-registered, through bank
or other administrator, must, to be entitled to participate in the
EGM, temporarily register the shares in their own name at Euroclear
Sweden AB. Such temporary re-registration of ownership must be
implemented no later than Saturday, 22 October 2016. Accordingly,
shareholders must inform their nominees or banks of their wish of
re-registration well in advance of Friday, 21 October 2016 since the
record date is a Saturday.

Other

The board of directors report in accordance with AMN 2012:05, which
also includes the proposal for resolution on item 6 ("Resolution on
approval of acquisition of warrants") and the statement (fairness
opinion) from Öhrlings PriceWaterhouseCoopers AB which considers the
fairness of the transactions for Holding's shareholders from a
financial point of view, are available at Holding's head office,
Scheelevägen 19 in Lund and at Holding's website
(www.nexamchemical.com). The documents will upon request be sent to
shareholders who state their address.

Shareholders attending the EGM are entitled to request disclosures
regarding matters on the agenda in accordance with chap. 7 § 32 of
the Swedish Companies Act (2005:551).

Agenda

0. Opening of the meeting.

1. Election of Chairman of the meeting.

2. Preparation and approval of the voting list.

3. Approval of the agenda.

4. Election of one or two persons to verify the minutes.

5. Consideration of whether the meeting has been duly convened.

6. Resolution on approval of acquisition of warrants.

7. Closing of the meeting.

Proposed resolutions

Election of Chairman of the meeting (item 1)

The board of directors proposes that the lawyer Ola Grahn is appointed
Chairman of the meeting.

Resolution on approval of acquisition of warrants (item 6)

In Holding's wholly-owned subsidiary Nexam Chemical AB, corporate
identity number 556784-6711 (the "Subsidiary") there are outstanding
warrants in three series. The warrants entitle the holder of the
warrants to subscribe for new shares in the Subsidiary and the
warrants have been issued within the scope of an incentive program
before the current Holding group was established. In connection with
the establishment of the current Holding group with Holding as the
parent company, Holding and the holders of the warrants entered into
agreements in which agreements the parties have agreed that new
shares issued upon exercise of the warrants in the Subsidiary shall
be immediately transferred to Holding, whereby Holding shall pay a
purchase price of 182.5034 newly issued shares in Holding for every
new share in the Subsidiary which has been issued upon exercise of
warrants.

The holders of the warrants amount to 10, of which 6 remain employed
by the Holding group.

The issuance of new shares in Holding, which shares Holding is obliged
to issue to the holders of the warrants in connection with the
exercise of the warrants, requires resolutions on issues in kind.
Since the warrants are partially held by persons who are employed by
the Holding group, chap. 16 of the Swedish Companies Act states that
such shareholder resolutions must be supported by shareholders
representing at least nine-tenths of the votes cast and the shares
represented at the General Meeting in order to be valid. Since the
programs have different duration periods, it will be necessary to
resolve on issues in kind on separate General Meetings during 2016,
2017 and 2018. The procedure with repeated General Meetings would
result in administrative efforts and costs for Holding. If the
necessary majority of nine-tenths does not approve the issue in kind
on the Extraordinary General Meetings, the Subsidiary will have a
number of minority shareholders. In accordance with the Swedish
Companies Act, a minority shareholder is entitled to have its shares
redeemed by the majority shareholder. If a settlement is not possible
between the parties, the request of redemption will be settled in
accordance with the provisions on compulsory redemption in the
Swedish Companies Act. In order to avoid multiple future General
Meetings and uncertainties regarding future minority shareholders and
processes related to compulsory redemption, the board of directors of
Holding has therefore evaluated alternatives. Holding has after
negotiations with the holders of the warrants entered into agreements
in accordance with what is set out below. It is the board of
director's assessment that the agreed terms and conditions are
favorable for Holding's shareholders.

Holding has entered into agreements with all holders of the warrants
which warrants have been issued by the Subsidiary, under which
agreements the parties have agreed that Holding shall acquire the
warrants with cash consideration. The agreed purchase price has been
calculated from the assessment of market values which, inter alia,
have included analyses, warrant value estimates and value estimates
related to each warrant series. The total purchase price to be paid
for all warrants amounts to SEK 4,773,019. The purchase price will be
financed through existing funds and will only have a marginal effect
on Holding's financial position.

The board of directors has obtained a so-called "fairness opinion"
from Öhrlings PriceWaterhouseCoopers AB which supports that the
agreed terms and conditions for Holding's acquisition of the warrants
are reasonable for Holding's shareholders from a financial point of
view.

The agreements with the holders of the warrants are subject to
approval from the EGM regarding the transfers. Provided that such
approval will be granted, the warrants will be transferred
immediately thereafter.

As provided above, the warrants have been issued within the scope of
an incentive program. Among the holders as of today there are people
who remain as employees in the Holding group as well as persons who
have terminated their employment in the Holding group. Whereas some
of the holders of the warrants are employed by the Holding group, the
board of directors has made the assessment that Holding's acquisition
of warrants constitutes such transactions that, in accordance with
the statement from the Swedish Securities Council in AMN 2012:05,
requires approval from the General Meeting in Holding. As provided
above, the agreements are therefore subject to the approval from the
EGM.

In the light of the above, the board of directors proposes that the
EGM resolves to approve Holding's acquisition of the warrants.

Number of shares and votes

As of the date of issuing of this notice to attend, the total number
of registered shares and votes in the company amounts to 64,724,000.
The company holds no own shares.

______________________

Lund, October 2016

Nexam Chemical Holding AB (publ)

The Board of Directors

Note: This text has been translated from Swedish. The Swedish text
shall govern for all purposes and prevail in case of any discrepancy
with the English version.

For further information please contact:

Lennart Holm, Chairman of the Board, +46-706 30 85 62,
lennart.holm@nexamchemical.com

This information is information that Nexam Chemical Holding AB is
obliged to make public pursuant to the EU Market Abuse Regulation.
The information was submitted for publication, through the agency of
the contact person set out above, at 13:45 CET on October 12, 2016.

____________________________________________________________________________

About Nexam Chemical

Nexam Chemical develops technology and products that make it possible
to significantly improve the production process and properties of
most types of plastics in a cost-effective manner and with retained
production technology. The improved properties include strength,
toughness, temperature and chemical resistance as well as service
life. The improvements in properties that can be achieved by using
Nexam Chemical's technology make it possible to replace metals and
other heavier or more expensive materials with plastics in a number
of applications. In applications where plastic is already used, Nexam
Chemicals products can improve the manufacturing process, reducing
material use and enable more environmental friendly alternatives.
Example of commercial applications: pipe manufacturing, foam
production and high-performance plastics. More informa...

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