Bifogade filer
Bulletin from the Extraordinary General Meeting of Chordate Medical Holding AB (publ)
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Hälsovård |
| Industri | Medicinteknik |
The following resolutions was adopted at the extraordinary general meeting of Chordate Medical Holding AB (publ) held on 28 January 2025
Amendment of the articles of association
The general meeting resolved to amend the company's articles of association by introducing a new class of shares, preference shares, and introducing a redemption clause for the preference shares, as well as adopting new limits for the share capital and the number of shares.
Reduction of the share capital for allocation to the unrestricted equity
The general meeting resolved on a reduction of the company's share capital by SEK 6,650,856 for allocation to the unrestricted equity. The reduction is carried out without the withdrawal of shares. The share capital will after the reduction amount to SEK 4,433,904.
Approval of the board of directors’ resolution on the new issue of units
The general meeting resolved to approve the board of directors’ resolution on 23 December 2024 to issue not more than 1,847,460 units, observing the shareholders preferential rights. The issue of units is carried out on the following main terms. Each unit consist of one new ordinary share and one new preference share. In total, the issue encompasses not more than 1,847,460 ordinary shares and not more than 1,847,460 preference shares. Upon full subscription of all shares issued in the unit issue, the share capital will increase by not more than SEK 14,779,680.
The subscription price for each unit shall be SEK 12, corresponding to a subscription price of SEK 8 for each ordinary share and SEK 4 for each preference share. Subscription of units with preferential rights shall be made using unit rights. The right to receive unit rights to subscribe for units with preferential rights shall be granted to those who are registered as shareholders on the record date. The record date for receiving unit rights and the right to participate in the issue with preferential rights shall be 31 January 2025. Each existing share entitles to one unit right, and three unit rights entitles to the subscription of five units. Subscription of units with the support of unit rights shall be made during the period from and including 3 February 2025 to and including 17 February 2025. The preference shares are subject to a redemption clause.
Provided that the rights issue is fully subscribed, the company will initially receive approximately SEK 22.2 million before issue costs.
The company has received subscription undertakings from certain existing shareholders as well as members of the board of directors and the executive management, amounting to a total of approximately SEK 7.9 million. The company has also entered into agreements with a number of external investors regarding bottom guarantee commitments of a total of approximately SEK 7.6 million. In addition, the company has entered into agreements with three of the company’s largest shareholders and the chairman of the board, Otto Skolling, regarding top guarantee commitments of a total of approximately SEK 2.3 million. In aggregate, the issue of units is covered by subscription undertakings and guarantee commitments amounting to approximately 79.9 percent.
Authorization for the board of directors to resolve on a new issue
The general meeting resolved to authorize the board of directors to, until the next annual general meeting, on one or more occasions, with deviation from the shareholders' preferential rights and with or without conditions for set-off or other conditions, resolve on the issuance of ordinary shares and preference shares to those who have entered into guarantee commitments in order to ensure the preferential rights issue decided by the board of directors on 23 December 2024 and to those who have subscribed for units in the rights issue in case the rights issue is over subscribed. Upon exercise of the authorisation, the terms and conditions for the units shall be the same as in the rights issue decided by the board of directors on 23 December 2024, meaning that each unit shall consist of one new ordinary share and one new preference share. The number of ordinary shares and preference shares that may be issued under the authorisation may not exceed 829,834 shares (414,917 ordinary shares and 414,917 preference shares), i.e. the sum of 600,000 shares (300,000 ordinary shares and 300,000 preference shares) in the over-allotment issue and 229,834 shares (114,917 ordinary shares and 114,917 preference shares) which is the total number of shares corresponding to the agreed guarantee compensation to be paid by the company to those who have entered into guarantee commitments in order to ensure the preferential rights issue.