Report from Extraordinary General Meeting of Scandinavian Enviro Systems AB (publ) on November 27th 2018
Extraordinary General Meeting (the "EGM") of Scandinavian Enviro Systems AB (publ), reg.no 556605-6726, was held today. The EGM resolved to amend the articles of associations in accordance with the board of directors’ proposal, approve the board of directors’ resolution to issue shares and warrants (units) with preferential rights for existing shareholders and to authorise the board of directors to resolve on new share issue.
Resolution on amending the articles of association
The EGM resolved to amend § 3 in the articles of association entailing that the company’s business description is amended to “The company, through wholly, partly or without the company’s ownership shall operate alternatively market and sell pyrolysis plants for the recovery of organic material and trade with recovered products from the plants and conduct other business activity that is compatible with the aforementioned.”.
Furthermore, in light of the board of directors' proposal of resolution to issue shares and warrants (units) with preferential rights for existing shareholders, the EGM resolved to amend § 4 in the articles of associations entailing that both the minimum and maximum limits of the share capital and the number of shares are amended in two steps.
The first amending entails that the § 4 in the articles of associations is amended to “The share capital shall be at least SEK 5,280,000 and no more than SEK 21,120,000. The number of shares shall be at least 132,000,000 and not more than 528,000,000”
The second amending entails that the wording of § 4 in the articles of associations is amended to ” The share capital shall be at least SEK 15,000,000 and no more than SEK 60,000,000. The number of shares shall be at least 375,000,000 and not more than 1,500,000,000”. This second amendment of the articles of association is conditional upon that subscription and allocation of units causes changes to the articles of association. If the Rights Issue (see below) is not fully subscribed, the minimum limits for the share capital and number of shares in the articles of association shall be adjusted to at least the total share capital and number of shares in the Company after the new issue, and the maximum share capital and number of shares in the articles of association shall be not more than a multiplication by four times the minimum limits for the share capital and the number of shares in the articles of association after the new issue.
Approval of resolution to issue shares and warrants (units)
The EGM resolved to approve the board of directors’ resolution of 26 October 2018 to issue shares and warrants (units) with preferential rights for existing shareholders (the “Rights Issue”). The Rights Issue will be conducted through issuance of so-called units.
The Rights Issue entails that the company’s existing shareholders are entitled to subscribe for units whereby one (1) existing share entitles to one (1) unit right and one (1) unit right entitle to subscription of one (1) unit, consisting of two (2) new shares and two (2) warrants of series 2018/2019. Record date for assessment of which shareholders who are entitled to subscribe for units in the Rights Issue is Friday 30 November 2018.
The subscription price per unit is SEK 0.80, corresponding to a subscription price of SEK 0.4 per share. The warrants are issued without consideration.
The Rights Issue entails an issue of maximum 264,038,280 shares and maximum 264,038,280 warrants. At full subscription the company will be provided with an amount of approximately MSEK 105.6 (before issue expenses) and the company’s share capital increases with a maximum amount of SEK 10,561,531.20.
Subscription period for subscription of units is Tuesday 4 December 2018 up to and including Tuesday 18 December 2018.
Subscription period for subscription of shares with warrants is 2 September 2019 up to and including 13 September 2019. The subscription price for subscription of shares correspond to 70 percent of the volume weighted average price paid for the company's shares according to Nasdaq First North’s official price list for the period commencing on 15 August 2019 up to and including 29 August 2019, however, not less than a subscription price of SEK 0.40 per share and not higher than SEK 1.00 per share, entailing that the company will be provided with an amount of at least approximately MSEK 105.6 and at most approximately MSEK 264 at full exercise of all warrants. Therefore, the share capital may increase with an additional maximum amount of SEK 10,561,531.20.
Authorisation for the board of directors to decide on new share issue
The EGM resolved to authorise the board of directors to resolve on issuance of new shares, at one or more occasions for the period until the end of the next annual general meeting with or without the shareholders’ preferential rights. The share capital of the company may by virtue of this authorisation increase at most by an amount corresponding to a dilution of 20 percent of the share capital in the company.
For more detailed information regarding the contents of the resolutions, refer to the notice to the general meeting and complete proposals, which have previously been published and are available on the company’s website, www.envirosystems.se. A prospectus regarding the issue will be published before the beginning of the subscription period.
For more information, please contact:
Thomas Sörensson, CEO, Phone; +46 (0) 735 10 53 43, firstname.lastname@example.org
Urban Folcker, CFO, Phone; Tel: +46 (0) 760 00 13 11, email@example.com
Alf Blomqvist, Chairman of the board, Phone +46 (0) 733 149 700, firstname.lastname@example.org
Mangold Fondkommission AB, +46 8 503 01 550, is Scandinavian Enviro Systems AB’s Certified Advisor at Nasdaq First North Stockholm.
The information in this press release is disclosed pursuant to the rules for companies listed on Nasdaq First North. The information was released for public disclosure through the agency of the company's contact person on November 27th, 2018 at 19:25 CET