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NORDIC MINES AB (publ): Notice of extraordinary general meeting in Nordic Mines AB (PUBL)

Mittwoch, 30.11.2016 14:15

The shareholders of Nordic Mines AB (publ), org.nr 556679-1215 (the "Company") are invited to the extraordinary general meeting on Monday 9 January 2017 at 10 am (CET), at Visma Services AB, Lindhagensgatan 94 in Stockholm.

Notification of attendance etc.

A shareholder, who wishes to participate at the general meeting, must:

  • be recorded as shareholder in the share register held by Euroclear Sweden AB on Monday 2 January 2017, and
  • notify the Company of his/her intention to attend the meeting, no later than Monday 2 January 2017, to address Nordic Mines AB (publ), c/o Advokatfirman Lindahl KB, Att. Sarah Rehnström, Box 1065, 101 39 Stockholm, Sweden, by telephone +46 8-505 165 00, or by email to info@nordicmines.com.

The notification shall include the shareholder's full name, personal identification number or company registration number (or similar), address, daytime phone number, shareholding, and where applicable, details of assistants (maximum two), deputy or representative.

Nominee-registered shares

In order to be entitled to participate at the general meeting, shareholders whose shares are registered in the name of a nominee must re-register the shares in their own name in the share register kept by Euroclear Sweden AB. Such re-registration must be carried out on Monday 2 January 2017. This means that such shareholder should request re-registration with the nominee well in advance of this date.

Proxy

Shareholders who are represented by proxy shall issue a dated power of attorney for such representative. If the power of attorney is issued by a legal person, a certified copy of the certificate of registration or equivalent for the legal person must be enclosed with the power of attorney. The power of attorney's validity may not be more than five years from the issuance of the power of attorney. The original copy of the power of attorney together with any certificate of registration should be sent to the Company at the above stated address in ample time before the general meeting. The Company provides a form of power of attorney on request and this form of power of attorney is also available at the Company's website, www.nordicmines.com.


Proposed Agenda

1. Opening of the general meeting and election of chairman

2. Preparation and approval of voting list

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

4. Decision of whether the general meeting has been duly convened

5. Approval of the agenda

6. Resolution to a) amend the articles of association to introduce a new class of shares, preferential shares, b) approve the board of directors' resolution to issue common shares with deviation from the shareholders' preferential rights, and c) approve the board of directors' resolution to issue new preferential shares with deviation from the shareholders' preferential rights

7. Closing of the general meeting


Proposals for resolutions

Item 6

a) Proposal to amend the articles of association to introduce a new class of shares, preferential shares

In order to introduce a new class of shares, preferential shares, and to complete the issues of shares under item b) and c) below, the board of directors proposes that the general meeting resolves to amend § 5 of the Company's articles of association so that the new wording will be as follows.

§ 5 Shares

5.1. Number of shares and class of shares

The number of shares shall be not less than 200,000,000 and not more than 800,000,000.

Two classes of shares may be issued: common shares and preferential shares.

Each common share entitles the holder to one (1) vote. Each preferential share entitles the holder to one-tenth (1/10) of a vote. Common shares and preferential shares may be issued corresponding not more than 100 per cent of the share capital.

5.2. Profit distribution

The preferential shares shall have preferential rights over the common shares to an annual dividend of SEK 0.044 per preferential share, paid out annually. The record date for payment of dividends shall be 15 June. In the event such day is not a banking day, i.e. a day that is not a Sunday, public holiday, Saturday, Midsummer's Eve, Christmas Eve or New Year's Eve, the record date shall be the closest preceding banking day. Payment of dividend on preference shares shall be made on the third banking day after the record date. The profit reported in the adopted balance sheet, which may be distributed in accordance with the provisions on protection of the company's restricted equity and the prudence rule stated in Chapter 17, Section 3 of the Swedish Companies Act, and which is an amount not exceeding what has been proposed by the Board as distribution of dividends, may not be exempt from dividends to preferential shareholders unless it has thus been decided by at least two-thirds of the representation of preferential shares at the annual general meeting. If no such dividends have been paid, or if only dividends of less than SEK 0.044 per preferential share have been paid for one or more years, the preferential shares shall then entitle their holders to, from the following year's distributable funds, also receive the Outstanding Sum (as per the definition, below) (including, to avoid any confusion, accrued Indexation Sum on the Outstanding Sum) before dividends on common shares may occur. If no dividends have been paid, or if only dividends of less than SEK 0.044 per preferential share have been paid for one or more years, the following year's annual general meeting will then decide on the distribution of annual payment of the Outstanding Sum. The preferential shares shall otherwise not entitle the holder to any dividends.

Each year, the difference between SEK 0.044 and the paid dividend per preferential share will be added to the Outstanding Sum (provided that the dividend decided at the annual general meeting is less than SEK 0.044 per preferential share). If the dividend per preferential share is made in accordance with a decision at a general meeting of shareholders other than the annual general meeting, the distributed amount per preferential share shall be deducted from the Outstanding Sum. The deduction shall occur as of the dividend payment date to preferential shareholders and shall thus be deemed equivalent to settlement of the portion of the Outstanding Sum that was first to arise. The Outstanding Sum shall be increased by a factor corresponding to an annual interest rate of eight (8) per cent ("Indexation Sum"), and the accrual start date shall be the date of payment for the dividend. Furthermore, the amount shall be based on the difference between SEK 0.044 and the paid dividend amount per preferential share on that same date of payment for the annual dividend.

5.3 Issues

For new share issues paid in cash or via offset, shareholders have pre-emption rights to the new shares in the following way: old shares shall entitle the holder to pre-emption rights on new shares of the same class; any shares not subscribed for by such eligible shareholders will be offered to all holders of shares and, in instances where the entire number of shares are not subscribed for via the latter offer, the shares will then be distributed amongst holders in relation to the number of shares they owned before and, to the extent that this not possible, through lottery.

For new share issues paid in cash or via offset of only one class of shares, shareholders have pre-emption rights to the new shares in relation to the number of shares they owned before.

For issues of warrants in exchange for cash or via offset, shareholders have pre-emption rights to subscribe for warrants as if the issue pertained to the shares that could possibly be newly subscribed for because of the warrant. Likewise, for issues of convertibles in exchange for cash or via offset, shareholders have pre-emption right to subscribe for convertibles, as if the issue pertained to the shares that the convertibles could possibly be exchanged for.

The above provisions shall not in any way limit the ability to make decisions on issues of shares, warrants or convertibles with deviation from the shareholders' preferential rights.

An increase in share capital through a bonus issue may only occur through the issuance of common shares. In such instances, the bonus shares will be distributed amongst common shareholders according to the number of common shares owned before. The foregoing shall not impose any restriction on the possibility of, via a bonus issue or requisite change to the articles of association, issue shares of a new class.

5.4 Preferential share conversion clause

Holders of preferential shares shall have the right, but not the obligation, to require that preferential shares are converted to common shares. The conversion request must be submitted in writing to the board of directors and it must state the number of preferential shares that are to be converted to common shares and, if the request does not apply to the entire holding, which preferential shares the conversion pertains to.

The company must immediately notify the Swedish Companies Registration Office so that the conversion can be registered in the Register of Companies. The conversion is completed once registration has occurred and is recorded in the CSD register.

5.5 Preferential shares redemption

The first general meeting held after 29 November 2019 may resolve on a reduction of share capital, via redemption of preferential shares, however not below the minimum amount, in accordance with the following grounds.

The general meeting of shareholders decides the number of preferential shares to be redeemed. Exactly which preferential shares will be redeemed is decided at the general meeting by lottery. If the decision is supported by all preferential shareholders, however, the general meeting may decide which preferential shares will be redeemed.

Holders of a preferential share that has been ordered for redemption shall be obliged to accept payment for the share at an amount calculated as the sum of SEK 0.55 plus any Outstanding Sum as per item 5.2 (including, to avoid any confusion, accrued Indexation Sum on the Outstanding Sum up to and including the date when payment of the redemption amount falls due).

This shall occur either three months after the holder has been notified of the redemption decision, or, in instances where court approval for the decrease is required, three months after the holder has been notified of the fact that the court's legally binding decision approving the redemption has been registered. From the day when payment of the redemption amount falls due, all calculations of interest shall cease thereafter.

5.6 Redemption or conversion in the event of Change of control

In the event of a change of control, which means that a legal or natural person acquires more than 50 per cent of the shares or votes of the company, the owner of preferential shares has the right to request either:

1. that each of the owner's preferential shares are converted to common shares, or

2. that each of the owner's preferential shares shall be redeemed by the company to a redemption price equal to 130 per cent of the sum of SEK 0.55 plus any Outstanding Sum as per item 5.2 (including, to avoid any confusion, accrued Indexation Sum on the Outstanding Sum up to and including the date when payment of the redemption amount falls due).

The company shall undertake actions to meet such request as soon as possible after the receipt of such request.

b) Proposal to approve the board of directors' resolution to issue common shares with deviation from the shareholders' preferential rights

The board of directors proposes that the general meeting resolves to approve the board of directors' proposal as of 29 November 2016, to increase the Company's share capital with not more than SEK 3,684,403.54 by an issue of not more than 8,347,182 common shares in accordance with the following conditions.

1. The right to subscribe for new common shares shall, with deviation from the shareholders' preferential rights, belong to Lau Su Holding AB, corp. reg. no 556860-5421.

2. The reason for the deviation from the shareholders' preferential rights is to raise capital for the financing of the Company's business and that the board of directors considers a directed share issue favorable compared to other options for capital procurement.

3. Subscription shall be made on a subscription list on 17 January 2017. The board of directors shall have the right to extend the subscription period.

4. The new common shares are issued at a subscription price of SEK 0.55 per share.

5. The subscription price for the new common shares equals the market price as estimated by the board of directors.

6. Payment for new common shares shall be made on 17 January 2017 through payment in cash. The board of directors shall have the right to extend the payment period.

7. The new common shares entitle to dividends for the first time on the first record date for dividend that take place after the issue of new common shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.

8. The managing director, or any other person appointed by the board of directors, shall have the right to take those smaller measures that may be required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

c) Proposal to approve the board of directors' resolution to issue new preferential shares with deviation from the shareholders' preferential rights

The board of directors proposes that the general meeting resolves to approve the board of directors' proposal as of 29 November 2016, to increase the Company's share capital with not more than SEK 14,737,613.73 by an issue of not more than 33,388,727 preferential shares in accordance with the following conditions.

  1. The right to subscribe for new preferential shares shall, with deviation from the shareholders' preferential rights, belong to the following, with the stated allocation:

Lau Su Holding AB, corp. reg. no 556860-5421 has the right to subscribe for not more than 29,215,136 preferential shares.

Lao Tzu Investments AB, corp. reg. no 556752-3021 has the right to subscribe for not more than 4,173,591 preferential shares.

  1. The reason for the deviation from the shareholders' preferential rights is to raise capital for the financing of the Company's business and that the board of directors' considers a directed share issue favorable compared to other options for capital procurement.
  2. Subscription shall be made on a subscription list on 17 January 2017. The board of directors shall have the right to extend the subscription period.
  3. The new preferential shares are issued at a subscription price of SEK 0.55 per share.
  4. The subscription price for the new preferential shares equals the market price as estimated by the board of directors.
  5. Payment for new preferential shares shall be made on 17 January 2017 through payment in cash. The board of directors shall have the right to extend the payment period.
  6. The new preferential shares entitle to dividends for the first time on the first record date for dividend that take place after the issue of new preferential shares has been registered with the Swedish Companies Registration Office and been recorded in the share register kept by Euroclear Sweden AB.
  7. The managing director, or any other person appointed by the board of directors, shall have the right to take those smaller measures that may be required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.

Documents in accordance with Chapter 13, Section 6 of the Swedish Companies Act are attached as Appendix A-B.

The general meetings' resolution under item a) to c) above shall be resolved upon as one decision.

The resolution under item a) to c) above requires support from shareholders with no less than 9/10 of votes and shares represented at the meeting.

Information at the general meeting

Shareholders have the possibility to request information on circumstances which may affect the assessment of a matter on the agenda. Such information shall be provided by the board of directors or the managing director at the general meeting provided that such information may be given without any significant harm to the Company.

Number of shares and votes in the Company

At the date of this notice, the total number of shares and votes in the Company is 565,722,756. The Company itself holds no shares in the Company.

Available documents

Complete proposals for resolutions and other documentation under the Swedish Companies Act will be available at Advokatfirman Lindahl's office with address Mäster Samuelsgatan 20, Stockholm, Sweden no later than Monday 19 December 2016 and at the Company's website www.nordicmines.com. The documentation will, upon request, be sent free of charge to shareholders who have provided their postal address. The documents will also be available at the general meeting.

Stockholm in November 2016

Nordic Mines AB (publ)

The board of directors




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: Nordic Mines AB via Globenewswire