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Insplorion: Bulletin from the Extraordinary General Meeting
Prenumeration
Beskrivning
| Land | Sverige |
|---|---|
| Lista | First North Stockholm |
| Sektor | Industri |
| Industri | Industriprodukter |
Today Insplorion AB (publ) (the “Company”) held an Extraordinary General Meeting (the “EGM”) in Gothenburg. The EGM resolved on all items in accordance with the Board of Directors’ proposals in the notice for the EGM. This included the following resolutions.
The EGM adopted new Articles of Association with amended limits for the share capital and the number of shares in the Company. Furthermore, the EGM approved the Board of Directors’ resolution on a new issue of shares and warrants with preferential rights for the shareholders (the “Rights Issue”).
In short, the Rights Issue entails a right for shareholders in the Company, as of the record date of 4 October 2024, to subscribe for units in relation to their existing shareholdings, whereby each existing share entitles the holder to nine (9) unit rights. Five (5) unit rights entitle to subscription of one (1) unit and one (1) unit consists of one (1) share and one (1) warrant of series TO3. The subscription price for each unit, and thus per share, shall be SEK 0.80. The warrants will be issued free of charge. The subscription period for the Rights Issue will run from 8 October 2024 up to and including 22 October 2024. Trading in unit rights will run from 8 October 2024 up to and including 17 October 2024.
Two (2) warrants of series TO3 entitle to subscription of one (1) new share. The strike price for the warrants of series TO3 will be set at 70 percent of the volume-weighted average price (“VWAP”) paid for the Company’s shares on Nasdaq First North Growth Market during the ten (10) preceding trading days up to and including 5 May 2025, however not less than SEK 0.40 and not more than SEK 2.00, and under no circumstances less than the quotient value of the share. The exercise period will run from 7 May 2025 up to and including 20 May 2025. Through the Rights Issue, the Company will initially receive a maximum of SEK 34.3 million, before issue costs. If all warrants are exercised for subscription of new shares, the Company will receive an additional maximum of approximately SEK 43 million and a minimum of approximately SEK 9 million before issue costs, depending on the final strike price for the warrants.
Full terms and conditions and instructions for the Rights Issue, as well as other information about the Company, will be made available in the prospectus, which is expected to be published 4 October 2024.
The EGM further resolved, in accordance with the Board’s proposal, to authorize the Board of Directors to, during the period up to the next AGM and in addition to the authorization resolved on at the AGM 2024, on one or several occasions, resolve on a new issue of shares and warrants. New issues of shares and warrants by virtue of the authorization may be made with deviation from the shareholders’ preferential rights, against payment in cash, through set-off, with capital contributed in kind, or otherwise as per conditions pursuant to Chapter 2, section 5, second paragraph, items 1-3 and 5 of the Swedish Companies Act.
The purpose of the authorization is to enable the Company to pay guarantee compensation to the guarantors who have fulfilled their guarantee commitments in the Rights Issue. Should the Board of Directors resolve on an issue of shares and warrants with deviation from the shareholders’ pre-emption rights, the reason for this shall be to fulfil the Company’s obligation to pay guarantee compensation in accordance with the terms of the guarantee commitment agreements between the guarantors and the Company.