The English text is an unofficial
translation. In case of any discrepancies between the Swedish text
and the English translation, the Swedish text shall
prevail.
Press release
Lund on September 25, 2017
Notice of extraordinary general meeting regarding
among other things personnel option program in Enzymatica AB
(publ)
The shareholders in Enzymatica AB
(publ), reg. no 556719-9244 (the "Company") are hereby invited to
attend the extraordinary general meeting ("EGM") to be held on
Wednesday, October 25, 2017 at 5:00 p.m. at Ideon Science Center,
Beta, conference room Hellmuth Hertz, Scheelevägen 17 in Lund.
Registration for the EGM starts at 4:30 p.m.
Right to participate and
notice
Only shareholders that are recorded in their own name in the
Company's share ledger kept by Euroclear Sweden AB (The Swedish
Central Securities Depository Euroclear Sweden AB) as of October
19, 2017 and also have given notice on October 19, 2017 to the
Company of their intent to participate, preferably no later than
4.00 p.m., have the right to participate in the general meeting. A
shareholder may be accompanied by not more than two advisors,
provided that the number of such advisors has been notified to the
Company no later than the aforementioned time. Proxies need not
notify the number of advisors in advance.
Notice may be given in writing to Enzymatica AB
(publ), att: EGM, Ideon Science Park, 223 70 Lund or by e-mail to
louise.forssell@enzymatica.com. The notice should specify the
shareholder's name, personal identity or Company registration
number, address, work-hour telephone number and shareholding, and
names of any advisors.
Trustee-registered
shares
In order to be entitled to participate in the meeting, shareholders
whose shares are trustee-registered must temporarily register their
shares in their own names. Such registration should be requested
from the trustee, and must be executed with Euroclear Sweden AB on
October 19, 2017. Shareholders that wish to execute such
registration must, well in advance before the said date, notify its
trustee thereof.
Proxies
If a shareholder intends to participate by proxy, the proxy must
bring a written and dated proxy signed by the shareholder in
original to the meeting. The proxy may not be older than five
years. Proxy forms can be downloaded from the Company's website,
www.enzymatica.com. If the proxy is issued by a legal entity, the
proxy must also bring a certified copy of current registration
certificate (Sw. registreringsbevis) of the
legal entity or similar document of authorization for the legal
entity.
Proposed agenda
-
Opening of the meeting
-
Election of chairman of the meeting
-
Preparation and approval of the register of
voters
-
Election of one or two persons to confirm the
minutes
-
Determination as to whether the meeting has been
duly convened
-
Approval of the agenda
-
a. Resolution regarding authorization of the
board of directors to adopt personnel option program
b.
Resolution regarding issue of warrants as well as approval of
transfer of warrants (hedging activities)
-
Resolution regarding extended authorization of
the board of directors to issue new shares
-
Closing of the meeting
Resolution proposals
Resolution regarding
authorization of the board of directors to adopt personnel option
program and resolution to issue warrants and approval of transfer
of warrants (item 7 a and b)
The board of directors proposes (based on a
proposal from the Remuneration Committee) that the extraordinary
general meeting resolves to adopt Personnel Option Program
2017/2023 II to an elected circle of the Company's employees.
Personnel Option Program 2017/2023 II correspond in all material
respects with the terms and conditions for Personnel Option Program
2017/2023 as resolved on the annual general meeting 20 April 2017
and the purpose for the implementation of Personnel Option Program
2017/2023 II is to enable additional employees to participate in an
incentive program on equivalent terms. The personnel option program
shall be offered to an, by the board of directors, elected circle
of certain employees and key individuals of the Company from and
including 25 October 2017 to and including 25 December 2017. The
holders can utilize allotted personnel options from and including
21 May 2021 to and including 31 July 2023. The final proposal to
the extraordinary general meeting will also include vesting and
milestone provisions.
The Personnel Option Program 2017/2023 II shall
consist of a maximum of 1,390,000 personnel options. The offer
shall be submitted in accordance with the following guidelines:
a.
CFO at maximum 250,000 personnel options;
b.
COO at maximum 250,000 personnel options;
c.
CCO at maximum 750,000 personnel options; and,
d.
other employees at maximum 140,000 personnel options per
individual.
Each personnel option confers the holder a right
to acquire one new share in the Company against cash consideration
at SEK 4.22, which correspondence to 150 % of the average value of
the Enzymatica AB share on Nasdaq First North during the period
from and including the 5 April to and including 19 April 2017.
The personnel options shall be allotted without consideration
and shall not constitute securities and shall not be able to be
transferred or pledged.
In order to enable the Company's delivery of
shares under the proposal as well as to hedge ancillary costs,
primarily social security charges, the board of directors proposes
that the extraordinary general meeting resolves on a directed issue
of warrants as well as an approval of transfer of warrants. The
board of directors therefore proposes that the extraordinary
general meeting resolves on an issue of a maximum of 1,826,738
warrants to the wholly owned subsidiary of Enzymatica Care AB on
essentially the conditions indicated above. The board of directors
further proposes that the extraordinary general meeting resolves to
approve that the Subsidiary may transfer warrants to the
participants in the Personnel Option Program without consideration
in connection with the utilization of personnel options in
accordance with the terms indicated above, or in another way to
dispose the warrants options in order to be able to secure the
Company's commitments and costs in relation to Personnel Option
Program 2017/2023 II.
The reasons for the implementation of the
Personnel Option Program 2017/2023 II and the deviation from the
shareholders' preferential rights are to be able to create
possibilities for the Company to retain competent personnel through
the offering of a long-term ownership engagement for the employees.
Such ownership engagement is expected to stimulate the employees to
an increased interest in the business and profit development and
increase the feeling of connectedness with the Company.
Previous incentive programs and
dilution
In case all warrants within the Personnel Option
Program 2017/2023 II are utilized for subscription of shares, a
total of 1,826,738 new shares will be issued, which corresponds to
a dilution of approximately 2 per cent of the Company's share
capital and votes after full dilution, calculated based on the
number of shares that will be added upon full utilization of the
Personnel Option Program 2017/2023 II.
Since previously, there is one personnel option
program outstanding in the Company.
On the annual general meeting of 20 April 2017,
the implementation of Personnel Option Program 2017/2023 was
resolved. In connection with Personnel Option Program 2017/2023 a
total of 3,088,370 warrants were issued. Each Personnel Option
confers right to the holder to subscribe for one share in the
Company during the period from 1 May 2021 until 31 July 2023 for a
cash consideration at SEK 4.22, which correspondence to 150 % of
the average value of the Enzymatica AB share on Nasdaq First North
during the period from and including the 5 April to and including
19 April 2017. In case all warrants are utilized for subscription,
a total of 3,088,370 will be issued, which corresponds to a
dilution of approximately 3 per cent of the Company's share capital
and votes after full dilution, calculated based on the number of
shares that will be added upon full utilization of all warrants
issued in connection with Personnel Option Program 2017/2023.
In case all warrants (outstanding as well as the
now proposed for the extraordinary general meeting to resolve upon)
are utilized, a total of 4,915,108 shares will be issued, which
corresponds to a dilution of approximately 5 per cent of the
Company's share capital and votes after full dilution, calculated
based on the number of shares that will be added upon full
utilization of all warrants (outstanding as well as proposed).
In case all warrants are utilized for subscription
of new shares, the share capital will increase with SEK
73,069.55.
The Board's proposal must be approved by
shareholders representing at least nine tenths of the votes as well
as nine tenths of the represented shares on the meeting.
Resolution regarding extended
authorization of the board of directors to issue new shares
(item 8)
The board of directors proposes that the
extraordinary general meeting resolves to extend the existing
authorization of the board of directors to issue new shares,
resolved by the annual general meeting in 2017. The reason for
deviation from the general preferential rights, in addition to
enable the Company to raise new capital and to take advantage of
future opportunities to attract new long-term owners of strategic
importance to the Company, as well as to finance the Company's
growth strategy, as resolved by the annual general meeting in 2017,
shall also be to enable the Company to acquire the remaining
minority shares in the subsidiary Zymetech ehf. by issue in kind.
Otherwise should the authorization by the annual general meeting
remain unaltered.
For a valid resolution on the proposal, the
proposal has to be supported by shareholders representing at least
two-thirds of the votes cast as well as shares represented at the
meeting.
Total number of shares and
votes
The total number of shares and votes in the Company amounts as per
the date of this notice to 90,887,808. The Company does not hold
any own shares.
The shareholders are reminded of their right to
request information from the board of directors and the CEO at the
meeting in accordance with Chap. 7 Sec. 32 of the Swedish Companies
Act (Sw. aktiebolagslagen (2005:551)).
Meeting documents
The board of directors' complete proposals for resolutions pursuant
to item 7, including documents pursuant to Chap. 14 Sec. 8 of the
Swedish Companies Act, is available for the shareholders at the
Company's website and at the Company at its above mentioned address
at the latest from October 11, 2017 and will free of charge be sent
to the shareholders upon their request to the Company, provided
that such shareholders state their current address.
Lund in September 2017
The board of directors
For
further information, please contact:
Fredrik Lindberg, CEO
Tel: +46 (0)708-86 53 70 | E-mail:
fredrik.lindberg@enzymatica.com
Carl-Johan Wachtmeister, acting EVP
Communication
Tel: +46(0)701-88 50 21| E-mail:
carl-johan.wachtmeister@enzymatica.com
About Enzymatica AB
Enzymatica AB is a medical device company that develops and sells
medical devices for infection-related diseases. In a short period
of time, the company has developed ColdZyme®, a unique mouth spray
for the common cold, has launched the product in eight markets and
has established it among the top-selling cold products in Swedish
kronor terms at Swedish pharmacies. The strategy is to continue to
grow by strengthening the company's position in existing markets
and expanding into new geographical markets through established
partners. The company is headquartered in Lund and is listed on
Nasdaq First North. For more information, visit:
www.enzymatica.se.
Enzymatica's Certified Adviser is Erik Penser
Bank.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Enzymatica AB via Globenewswire
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