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Diamyd Medical Raises SEK 58.4 Million in Funds Through Redemption of Warrants

Vlad Poptamas

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During 1 to 30 November 2018, holders of warrants of series TO 1 B and TO 2 A of Diamyd Medical AB have been able to subscribe for shares through warrants. A total of 426 037 A shares and 12 409855 B shares have been subscribed for, which means a subscription rate of 95.6 percent. Diamyd Medical thus raises approximately SEK 58.4 million before issue costs.

“We are delighted at the outcome of the redemption of warrants,” says Ulf Hannelius, CEO of Diamyd Medical. “The proceeds, together with existing cash, will finance both the DIAGNODE-2 trial until results in 2020 as well as our other ongoing activities. With our strengthened cash position, full focus is on preparing a marketing authorization application for the diabetes vaccine Diamyd® ahead of results in 2020.

Diamyd Medical issued 852 074 warrants of series TO 2 A and 25 989 268 warrants of series TO 1 B in connection with a rights issue in 2017. Two (2) warrants of each series entitled the holder to subscribe for of one (1) new share of that respective series at a price of 4.55 SEK per share during the period 1-30 November 2018. A total of 426 037 A shares and 12 409 855 B shares were subscribed for. The Company thus raised proceeds of approximately SEK 58.4 million before issue costs. Consequently, all 852 044 warrants of series TO 2 A and 24 819 710 warrants of series TO 1 B of a total of 25 989 268 were utilized, resulting in a subscription rate of 95.6 percent. Following the registration of the new shares at the Swedish Companies Registration Office, the share capital will amount to SEK 7 015 397.92. The total number of shares increases from 56 333 904 to 69 169 796, divided into 2 556 223 A-shares and 66 613 573 B-shares.

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Accounting News & Issues

Attest Raises $16 Million to Take the Guesswork Out of Growth for Consumer Businesses

Vlad Poptamas

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Attest, the London-based technology startup launched to enable every business to be consumer-focussed, today announced a $16 million Series-A investment round to expand their Consumer Growth Platform.

Attest’s Consumer Growth Platform enables companies to engage directly with over 100 million consumers across 80 countries, in as little as 90 seconds. The platform is used by consumer businesses, to learn, measure and grow ever-faster, across ideas, departments and teams.

The financing was led by leading global venture capital firm NEA headquartered in Menlo Park, California, with participation from existing investors Oxford Capital and Episode 1 Ventures. Crystal Huang, Principal at NEA, will join the Attest board of directors.

The Attest platform is designed for any business looking to unlock its full growth potential, by engaging real consumers to uncover the right decisions.

Jeremy King, Founder and CEO of Attest, said: “Businesses are constantly seeking new ways to understand trends, grow in new markets, and explore innovations – however 99% of the questions businesses would love to explore go unanswered. Attest is designed to solve that, replacing the guesswork with facts, for all consumer businesses everywhere.

“Our team is so excited to work with NEA and their global scale. NEA share our vision for helping consumer businesses discover predictable, repeatable growth by enabling anyone to get much closer to consumers and real inputs than has ever been possible before.

“Attest is built to deliver the most powerful, unique insights that can help every business unlock their greatest growth opportunities. Attest can deliver over 467% return on investment; it’s a huge new capability, now open to all.”

This financing comes hot on the heels of a year of dramatic growth for Attest, with recurring revenues climbing 1,800% across 2018, and the Attest team more than doubling in size from 20 to over 50. The company’s expanding client roster has added notable brands such as Heineken, Walgreens Boots, Samsung, Fever-Tree, Discovery and Transferwise.

The new capital also accelerates Attest’s growth in North America with the opening of a new office in New York, while expanding engineering, product and design teams to deliver ever-more intuitive and predictive insights; supporting Attest’s mission to enrich consumer understanding for all.

“We’ve been exploring innovations within the consumer growth and insights space for a while,” said Crystal Huang, Principal at NEA. “The traditional research market is worth $76 Billion, and yet it only serves a fraction of those who would benefit from fast and reliable consumer insights. Attest has a tremendous vision, thoughtful culture, ambitious team and impressive traction, which puts them in a position to accelerate the delivery and adoption of a category-defining and market-expanding platform. Our investment in Attest also reflects our enthusiasm for the UK tech ecosystem and eagerness to continue investing in this region going forward.”

Attest combines power and simplicity into an all-in-one SaaS platform. “It’s always been easy to guess or project, but now it’s possible for anyone to simply ask detailed consumer groups for their input directly. Not just any consumers, the real people that matter most for each decision. We’re democratising, demystifying and accelerating consumer intelligence.”

Jamie Cooke, Chief of Staff EMEA at Discovery, added “Attest gives us agility and empowerment, bringing the consumer and people in the organisation doing the work together in a faster, more direct and intuitive way than our traditional ways of doing things. Attest is a catalyst for changing the culture of our company.”

Jeremy King concluded “We believe that unique consumer insights and understanding hold the key to long-term business success, and we’re on a mission to place real consumers into daily decision-making for every business. Most importantly, we do this in ways that suit consumers; constantly respectful of time and privacy, all via beautiful interfaces. We aspire to be leading global business, and that take a great leap forward today.”

 

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Accounting News & Issues

Notice of Annual General Meeting in Jetpak Top Holding AB (publ)

Vlad Poptamas

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The shareholders of Jetpak Top Holding AB (publ), reg. no. 559081-5337, (the “Company“), are hereby convened to the annual general meeting to be held on Monday 29 April 2019, at 14:00 at Baker McKenzie’s premises at Vasagatan 7 in Stockholm. The doors to the meeting will open at 13:45.

The shareholders of Jetpak Top Holding AB (publ), reg. no. 559081-5337, (the “Company“), are hereby convened to the annual general meeting to be held on Monday 29 April 2019, at 14:00 at Baker McKenzie’s premises at Vasagatan 7 in Stockholm. The doors to the meeting will open at 13:45.

Right to attend the annual general meeting and notice:

Shareholders wishing to attend the annual general meeting must:

i.            on the record date, which is Tuesday 23 April 2019, be registered in the share register maintained by Euroclear Sweden AB. Shareholders, whose shares are registered in the name of a nominee, must temporarily register the shares in their own name at Euroclear Sweden AB. Shareholders whose shares are registered in the name of a nominee must, no later than on Tuesday 23 April 2019, via their nominee, temporarily register the shares in their own name in order to be entitled to participate at the general meeting; and

ii.            notify the participation at the general meeting no later than Tuesday 23 April 2019. Notice of participation at the general meeting shall be sent by regular mail to AGM 2019, Jetpak Top Holding AB (publ), Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam, Box 180, 101 23 Stockholm or by e-mail to ian.gulam@bakermckenzie.com. Upon notification, the shareholder should state their full name, personal identification number or corporate registration number, address and telephone number, and, where applicable, details of representatives, proxy holders and advisors. A shareholder who wishes to be represented by proxy shall issue a written and dated proxy to the proxy holder. If the proxy is issued by a legal entity, a certified copy of the registration certificate or corresponding document (“Registration Certificate“) shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. The proxy in original and the Registration Certificate, if any, must be available at the general meeting and a copy should well before the meeting be sent to the Company by regular mail to AGM 2019, Jetpak Top Holding AB (publ), c/o Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam, Box 180, 101 23 Stockholm, and should, in order to facilitate the entrance to the general meeting, be at the Company’s disposal no later than on 23 April 2019. A form proxy will be available for downloading on the Company´s website www.jetpakgroup.com.

Proposed agenda

  1. Opening of the meeting and election of the chairman of the general meeting
  2. Preparation and approval of the voting register
  3. Election of one or two persons to approve the minutes
  4. Approval of the agenda for the meeting
  5. Determination as to of whether the meeting has been duly convened
  6. Presentation of the annual report and the auditor’s report and the consolidated annual report and auditor’s report in respect thereof
  7. Resolutiona. in respect of approval of the profit and loss statement and the balance sheet and the consolidated profit and loss statement and consolidated balance sheet, b. in respect of allocation of the Company’s net income according to the adopted balance sheet; and c. in respect of discharge from liability of the members of the board of directors and the managing director.     a) regarding the adoption of the income statement and balance sheet and the consolidated income statement and balance sheet,
  8. Determination of remuneration to be paid to the members of the board of directors and the auditors
  9. Election of members of the board of directors auditors
  10. Resolution regarding adoption of principles for the nomination committee
  11. Resolution regarding guidelines for remuneration to senior executives
  12. Resolution regarding authorization for the board to issue shares, convertibles and/or warrants
  13. Resolution regarding incentive program 2019/2022 for senior executives and employees through issuance of warrants            A. Resolution regarding issue of warrants            B. Resolution regarding approval of transfer of warrants            C. Preparations of the board of directors’ proposal for the LTIP 2019/2022
  14. Closing of the meeting

Proposals for resolutions:

Item 1: Opening of the meeting and election of the chairman of the general meeting

The nomination committee proposes that Joakim Falkner, attorney at law, Baker & McKenzie Advokatbyrå, is appointed as chairman of the general meeting.

Item 7.b: Resolution regarding allocation of profit or loss in accordance with the adopted balance sheet

The board of directors proposes that all funds available for the annual general meeting shall be carried forward.

Item 8-9: Determination of remuneration to the board and to the auditors and election of board members and auditors as well as possible deputy auditors

The nomination committee proposes that the board shall consist of five directors. The nomination committee further proposes that the number of auditors shall be one registered audit firm.

The nomination committee proposes that the remuneration is to be SEK 1,845,000 in total, including remuneration for committee work (SEK 900,000 previous year, when Henrik Bonnerup did not receive any remuneration), and shall be paid to the board of directors and the members of the established committees in the following amounts:

  • SEK 250,000 (SEK 500,000) for each of the non-employed directors and SEK 500,000 (SEK 500,000) to the chairman provided that the chair is not an employee;
  • SEK 40,000 (SEK 0) for each of the non-employed members of the remuneration committee and SEK 80,000 (SEK 0) to the chairman of the committee who is not also an employee; and
  • SEK 75,000 (SEK 25,000) for each of the non-employed members of the audit committee and SEK 150,000 (SEK 0) to the chairman of the committee who is not also an employee.

The nomination committee proposes that the auditor shall be entitled to a fee in accordance with approved invoice.

The nomination committee proposes the re-election of Henrik BonnerupJohn Dueholm and Christian Høy. Furthermore it is proposed to elect Lone Møller Olsen and Shaun Heelan as new directors. It is proposed to re-elect John Dueholm as chairman of the board. Hans-Åke Persson has declined re-election. The company also have two employee representatives on the board, Bjarne Warmboe and Jarle Kåsen, who are not appointed by the general meeting.

The nomination committee further proposes the re-election of the registered audit firm Deloitte AB as the company’s auditor for a period up until the end of the next annual general meeting. Deloitte AB has announced that Jonas Ståhlberg continues as main responsible auditor.

Independence in accordance with the Swedish Corporate Governance Code

After an assessment of the proposed directors’ independence, the nomination committee has found that its proposal for the composition of the board of directors of the company fulfills the requirements stipulated in the Swedish Corporate Governance Code. With respect to the proposed members of the board, John Dueholm and Shaun Heelanmay be considered dependent in relation to the company’s major shareholders. The other proposed directors are considered independent of the company, the management of the company and the company’s major shareholders.

The nomination committee’s complete proposal and motivated opinion as well as further information regarding the directors proposed for re-election and newly proposed directors is available at the company’s website www.jetpakgroup.com and will also be available in the coming annual report for 2018.

Item 10: Resolution regarding adoption of principles for the nomination committee

The nomination committee proposes that the following principles for the nomination committee are adopted. The principles are mainly the same as last year.

Role of the nomination committee

The Company shall have a nomination committee with the task of preparing and proposing decisions to the annual, and as applicable extra, shareholders’ meetings on electoral and remuneration issues and, where applicable, procedural issues for the appointment of the subsequent nomination committee. The nomination committee is to propose:

  • the chairman of the annual general meeting;
  • candidates for the position of chairman and other directors of the board;
  • directors fees and other remuneration for board assignments to each director;
  • fees to members of committees within the board;
  • election and remuneration of the Company auditor; and
  • principles for the nomination committee.

The nomination committee shall in its assessment of the evaluation of the board an in its proposal in particular take into consideration the requirement of diversity and breadth on the board and strive for equal gender distribution.

Regardless of how they have been appointed, the members of the nomination committee are to promote the interests of all shareholders of the Company.

Members of the nomination committee

The nomination committee, which is to be appointed for the time until a new nomination committee has been appointed, shall consist of four members, of whom three shall be nominated by the Company’s three largest shareholders or owner groups by voting power and the fourth shall be the chairman of the board. The chairman of the board shall as soon as reasonably practicable after the end of the third quarter, in an adequate manner, contact the three owner-registered largest shareholders or owner groups, by voting power, according to the share register maintained by Euroclear Sweden AB at that time, and request that they, taken into consideration the circumstances, within reasonable time which cannot exceed 30 days, in writing to the nomination committee nominate that person whom the shareholder or the owner group wishes to appoint as member of the nomination committee. If any of the three largest shareholders or owner groups wish not to exercise their right to appoint a member of the nomination committee, the next shareholder or owner group in consecutive order shall be entitled to appoint a member of the nomination committee. In the case that several shareholders or owner groups do not use their right to appoint a member of the nomination committee, the chairman of the board shall not be required to contact more than eight shareholders, unless it is necessary in order to obtain a nomination committee consisting of a minimum of three members.

Unless otherwise agreed between the members, the chairman of the nomination committee shall be nominated by the largest shareholder or owner group by voting power. A member of the board of directors should never chair the nomination committee.

If a member nominated by a shareholder or owner group during the year ceases to be one of the Company’s three largest shareholders by voting powers, the member nominated by such shareholder or owner group shall resign from the nomination committee. Instead, a new shareholder among the three largest shareholders or owner groups shall be entitled, independently and in its sole discretion, to appoint a member of the nomination committee. However, no marginal changes in shareholding and no changes in shareholding which occur later than two months prior to the annual general meeting shall lead to a change in the composition of the nomination committee, unless there are exceptional reasons.

If a member of the nomination committee resigns before the nomination committee has completed its assignment for reasons other than set out above, the shareholder or owner group who has nominated such member shall be entitled, independently and in its sole discretion, to appoint a replacement member. If the chairman of the board resigns from the board, his/her successor shall replace the chairman of the board also on the nomination committee.

Announcement of the nomination committee members

The chairman of the board shall ensure that the names of the members of the nomination committee, together with the names of the shareholders by whom they have been nominated, are published on the Company’s website no later than six months before the annual general meeting.

If a member leaves the nomination committee during the year, or if a new member is appointed, the nomination committee shall ensure that such information, including the corresponding information about the new nomination committee member, is published on the website.

A change in the composition of the nomination committee shall be published immediately.

Proposals to the nomination committee

Shareholders shall be entitled to propose board members for consideration by the nomination committee. The nomination committee shall provide the Company with information on how shareholders may submit recommendations to the nomination committee. Such information will be announced on the Company’s website.

The chairman of the board of directors shall, as part of the work of the nomination committee, keep the nomination committee informed about the work of the board of directors, the need for particular qualifications and competences, etc., which may be of importance for the work of the nomination committee.

Proposals by the nomination committee

When preparing its proposals, the nomination committee shall take into account that the board of directors is to have a composition appropriate to the Company’s operations, phase of development and other relevant circumstances. The directors shall collectively exhibit diversity and breadth of qualifications, experience and background. The nomination committee shall further strive for equal gender distribution.

The nomination committee shall provide the Company with its proposals for board members in such time that the Company can present the proposals in the notice of the shareholders’ meeting where an election is to take place.

When the notice of the shareholders’ meeting is issued, the nomination committee shall issue a statement on the Company’s website explaining its proposals regarding the composition of the board of directors. The nomination committee shall in particular explain its proposal against the background of the requirement to strive for an equal gender distribution. The statement is also to include an account of how the nomination committee has conducted its work and a description of the diversity policy applied by the nomination committee in its work. In case a resigning managing director is nominated for the position of chairman of the board of directors, the nomination committee shall specifically explain the reasons for such proposal.

The nomination committee shall ensure that the following information on candidates nominated for election or re-election to the board of directors is posted on the Company’s website at the latest when the notice to the shareholders’ meeting is issued:

  • year of birth, principal education and work experience;
  • any work performed for the Company and other significant professional commitments;
  • any holdings of shares and other financial instruments in the Company owned by the candidate or the candidate’s related natural or legal persons;
  • whether the nomination committee deems the candidate to be independent from the Company and its executive management, as well as of the major shareholders in the Company. If the committee considers a candidate independent regardless of the existence of such circumstances which, according to the criteria of the Swedish Code of Corporate Governance, may give cause to consider the candidate not independent, the nomination committee shall explain its proposal; and
  • in the case of re-election, the year that the person was first elected to the board.

When appointing a new auditor the nomination committee is also to present proposals on the election and remuneration of the statutory auditor. The nomination committee’s proposal to the shareholders’ meeting on the election of the auditor is to include the audit committee’s recommendation (or that of the board of directors if it does not have an audit committee). If the proposal differs from the alternative preferred by the audit committee, the reasons for not following the committee’s recommendation are to be stated in the proposal. The auditor or auditors proposed by the nomination committee must have participated in the audit committee’s selection process if the company is obliged to have such a procedure.

Account of the work of the nomination committee

All members of the nomination committee, where possible, and as a minimum one of the members, shall be present at the annual general meeting.

The nomination committee shall at the annual general meeting, or other shareholders’ meetings where an election is to be held, give an account of how it has conducted its work and explain its proposals against the background of what is provided about the composition of the board as set out above. The nomination committee shall in particular explain its proposal against the background of the requirement above to strive for an equal gender distribution.

Fees and Costs

No fee shall be payable by the Company to any member of the nomination committee.

The Company shall bear all reasonable costs associated with the work of the nomination committee. Where necessary, the nomination committee may engage external consultants to assist in finding candidates with the relevant experience, and the Company shall bear the costs for such consultants. The Company shall also provide the nomination committee with the human resources needed to support the nomination committee’s work.

Item 11: Resolution regarding guidelines for remuneration to senior executives

Upon recommendation of the remuneration committee, the board of directors of the Company proposes that the annual general meeting resolves to adopt the following guidelines for remuneration to senior executives.

General

The remuneration to the senior executives in the Company shall comprise fixed salary, possible variable salary, as well as the possibility to participate in a long-term incentive program, including share based instruments such as synthetic options and employee stock options, and other customary benefits and pension payments. These components shall create well-balanced remuneration reflecting the individual’s competence, responsibility and performance, in both the short and long term, and the Company’s overall performance. The total remuneration shall, on a yearly basis, be in line with market practice and competitive on the labor market where the senior executive is based and take into account the individual qualifications and experiences of the senior executive as well as reflecting any notable achievements. The remuneration shall also contribute to a good corporate governance and at the same time be aligned with the shareholders’ interests. Senior executives mean the managing director and the other members of the group management.

Fixed salary

The senior executives’ fixed salary is to be competitive and based on the individual senior executive’s competences, responsibilities and performance.

Variable salary

The senior executives may receive variable remuneration in addition to fixed salaries. The contracted variable remuneration for the CEO will not exceed a maximum of 200 percent of the fixed annual salary and will not exceed 150 percent of the other senior executives’ fixed annual salary. The variable remuneration shall be based on the performance of the senior executives in relation to predetermined and measurable goals and targets aimed at promoting the Company’s long-term value creation, which are to be established and documented annually.

Other benefits

The Company shall provide other benefits to senior executives in accordance with local practice. Such other benefits may include a company car and company healthcare. Occasionally, for a limited period, housing allowance could be granted where appropriate.

Pension

The senior executives are entitled to pension contributions based on those that are customary in the country in which they are employed. Pension contributions will be secured through premium payments to insurance companies.

Notice of termination and severance pay

Fixed salary during the notice period and severance pay shall in total not exceed an amount corresponding to a maximum of a two years’ fixed salary.

Consultancy fees

If a board member carries out work on behalf of the Company, besides duties falling within the scope of the assignment as a board member, consultancy fees and other remuneration for such work may be discharged after a board resolution.

Deviations from the guidelines

In special circumstances, the board of directors may deviate from the above guidelines, for example additional variable remuneration in the case of exceptional performance. In such a case the board of directors shall explain the reason for the deviation at the following annual general meeting.

The total amount of remuneration granted or to be granted directly or indirectly by the Company to the senior executives is fully described in the consolidated financial accounts of the Company, which will be disclosed in the annual accounts for 2018 which will be available at the Company’s website no later than on 8 April, www.jetpakgroup.com.

Item 12: Resolution regarding authorization for the board to issue shares, convertibles and/or warrants

The board of directors of the Company proposes that the annual general meeting of the shareholders shall resolve to authorize the board, on one or more occasions, with or without preferential rights for shareholders, to issue in total a maximum of shares, warrants and/or convertibles, with the right to subscribe and convert to ordinary shares, respectively, in the Company, corresponding to not more than 10 percent of the share capital of the Company after dilution based on the number of shares at the time of the annual general meeting, to be paid in cash, by set-off or in-kind.

The purpose for the board to resolve on issuances with deviation from the shareholders preferential rights in accordance with the above is primarily for the purpose to raise new capital to increase flexibility of the Company or in connection with acquisitions.

Issuances of new shares under the authorization shall be made on customary terms and conditions based on current market conditions. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.

The board of directors or a person appointed by the board of directors shall be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office.

Item 13: Resolution regarding incentive program 2019/2022 for senior executives and employees through issuance of warrants

Upon recommendation of the remuneration committee, the board of directors of the Company, proposes that the annual general meeting resolves to implement an incentive program through issuance of warrants to senior executives, employees and other key persons within the Company and the company group and to the Company, with subsequent transfer to senior executives, employees and other key persons within the Company and the company group (“LTIP 2019/2022“) in accordance with the below.

Background and rationale

The purpose of the proposal is to establish conditions to maintain and recruit and increase the motivation of senior executives, employees and other key persons within the Company and company group. The board of directors finds that it is in all shareholders’ interest that senior executives, employees and other key persons, which are considered important to the development of the company group, have a long term interest in developing high value of the Company’s share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest for the Company’s shareholders and the participant.

Resolutions in accordance with item 13A and 13B below shall be made as one resolution and are therefore conditional on each other.

A description of other incentive programs, the preparation of the proposal, costs for the program and effect on important key figures etc. is presented under item 13C. Note that this is not an item that requires a resolution by the shareholders.

Item 13A: Resolution regarding issue of warrants

The board of directors of the Company proposes that the annual general meeting resolves to issue a maximum of 300,000 warrants, which may result in a maximum increase in the Company’s share capital of SEK 300,000. The warrants shall entitle to subscription of new shares in the Company.

The following terms shall apply to the issuance:

The warrants shall be subscribed for by senior executives, employees and key persons in the Company and company group and the Company, with the right and obligation to, at one or several occasions, transfer the warrants to senior executives, employees and key persons, who are or will become employed by the Company or within the company group, at a price that is not less than the fair market value of the warrant according to the Black & Scholes valuation model and otherwise on the same terms as in the issuance.

The warrants shall be subscribed for as of 29 June 2019 up to and including 1 July 2019 on a separate subscription list. The board of directors shall be entitled to extend the time for subscription.

The Company has the right to subscribe for warrants with or without consideration and the senior executives, employees and key persons in the Company and company group have the right to subscribe for the warrants at a price equal to the warrant’s market value at the time for subscription, which shall be calculated according to the Black & Scholes valuation model or other generally accepted valuation model made by an independent appraiser or audit firm.

Senior executives, employees and key persons within the Company and company group will within the LTIP 2019/2022, be offered to subscribe for warrants divided into three different categories as set out below:

  1. The CEO of the Company is offered to subscribe for a maximum of 63,160 warrants;
  2. Senior executives and other senior key persons within the group (maximum five persons) are offered to subscribe for a maximum of 31,579 and in total 157,895 warrants;
  3. Other key persons (maximum five persons) are offered to subscribe for a maximum of 15,789 per person and in total a maximum of 78,945 warrants.

The Company has the right to subscribe for the warrants which are not subscribed for by the categories set out above that later may be offered to current (who are not subscribing for their whole offered part) and future senior executives, employees and other key persons within the company group in accordance with the proposed allotment principles, in accordance with item 13B.

Payment for subscribed warrants issued for payment shall be made in cash no later than on 15 August 2019, with a right for the board to extend the payment date.

Each warrant entitles to subscription of one new share in the Company during the period from 1 June 2022 up to an including 30 June 2022 or the earlier date set forth in the terms for the warrants.

The subscription price for new shares shall be determined to an amount equal to 112 percent of the volume weighted average price at Nasdaq First North Premier during the period from 14 June 2019 up to and including 28 June 2019 (SEK 48.16 based on a preliminary calculation). The calculated subscription price shall be rounded to the nearest SEK 0.01, where SEK 0.005 shall be rounded upwards to SEK 0.01. The subscription price may not amount to less than the quota value of the company’s shares.

A new share subscribed for by exercise of a warrant has a right to dividends as of the first record day for dividends following registration of the new share issue with the Companies Registration Office and after the share has been registered in the share register maintained by Euroclear Sweden AB.

The purpose of the issuance and the deviation from the shareholders preferential rights is to implement the LTIP 2019/2022. The purpose is to establish conditions to maintain and recruit and increase the motivation of senior executives, employees and other key persons within the Company and company group. The board of directors finds that it is in all shareholders interest that senior executives, employees and other key persons, which are considered important to the future development of the company group, have a long term interest in developing high value of the Company’s share. A long term ownership engagement is expected to stimulate an increased interest for the business and result in a whole as well as to increase the motivation for the participants and to create a common interest for the Company’s shareholders and the participant.

In connection with the subscription of the warrants by the participants, the Company shall through an agreement reserve the right to repurchase the warrants, if the participant’s employment or assignment in the company group ceases or if the participant, in turn, wishes to transfer the warrants.

The complete terms and conditions for the warrants are available at the Company and will also be published on the Company’s website no later than three weeks before the annual general meeting and include conditions regarding re-calculation, in certain cases, of the subscription price and the number of shares a warrant entitles to.

It is proposed that the board of directors or a person appointed by the board of directors be authorized to make such minor adjustments in the above resolution that may be required in connection with the registration with the Swedish Companies Registration Office and if applicable with Euroclear Sweden AB.

Item 13B: Resolution regarding approval of transfer of warrants

The board of directors proposes that the annual general meeting resolves to approve that the Company may transfer the number of warrants in the Company of series 2019/2022, that are not subscribed for by the categories as set out in item 13A, to future senior executives, employees and other key persons within the Company and company group, or in any other matter dispose of the warrants to fulfill the obligations under the LTIP 2019/2022.

The Company shall be entitled to retain warrants that later may be offered to current (who are not subscribing for their whole offered part) and future senior executives, employees and other key persons within the company group in accordance with the proposed acquisition and allotment principles.

Current and future senior executives, employees and key persons within the Company and company group will within the LTIP 2019/2022, be offered to acquire warrants in accordance with the principles for allotment set out in item 13A.

The board of directors of the Company will not participate in the LTIP 2019/2022.

Notification to acquire warrants shall be made during the period from 2 July 2019 up to and including 31 May 2022. The warrants shall be transferred to the participants no later than 31 May 2022, provided that the transfers in accordance with item 13A do not exceed the maximum number of warrants issued.

If notifications to subscribe for warrants from the categories set out in item 13A amount to less than all warrants, the persons in these categories, who have notified themselves for subscription, have the right to acquire maximum additional 15,000 warrants per person.

There will be no guaranteed allocation. In case of over notification by the above persons covered by the allotment principles, the allotment shall be made as follows. First, allocation shall be made pro rata in relation to the number of warrants notified. Secondarily, allocation shall be made through the drawing of lots executed by the Company.

Transfer of the warrants shall be made at a price equal to the warrant’s market value, which shall be calculated according to the Black & Scholes valuation model or other generally accepted valuation model. Valuation of the options shall be performed by an independent appraiser or audit firm. In connection with the transfer of the warrants to the participants, the Company shall through an agreement reserve the right to repurchase the warrants, if the participant’s employment or assignment in the company group ceases or if the participant, in turn, wishes to transfer the warrants.

Item 13C: Preparations of the board of directors’ proposal for the LTIP 2019/2022

The LTIP 2019/2022 has been prepared by members of the company group management and external advisors and in accordance with guidelines from the remuneration committee and the board of directors, and in consultation with major shareholders.

Valuation

Subscription of warrants, or as applicable, acquisition, shall be made at a price equal to the warrant’s fair market value which means no social fees should arise for the company group in connection with the subscription or acquisition. The warrants fair market value, according to a preliminary valuation based on the market value of the underlying share of SEK 43SEK 4.74 per warrant, assuming an exercise price of SEK 48.16 per share. The Black & Scholes valuation model has been used for the valuation, assuming a risk free interest rate of -0.37 percent and a volatility of 23 per cent.

Costs and effects on key ratios

As the warrants are subscribed for and transferred at fair market value, it is the Company´s assessment that there will be no social fees for the Company as a result of the subscriptions and transfers. The costs will therefore consist only of minimal costs for the implementation and administration of the LTIP 2019/2022.

The program is expected to have a marginal effect on the Company’s key ratios.

Dilution

The total number of shares and votes at the time of this proposal amount to 11,999,781. The maximum dilution of the LTIP 2019/2022 will amount to a maximum of app. 2.44 percent of the total number of shares and votes in the Company, assuming full subscription and acquisitions and exercise of all warrants offered.

Other outstanding share based incentive programs

There are no other share-based incentive programs in the Company.

Majority requirements

A resolution in accordance with item 13A and 13B is valid where supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the general meeting A resolution in accordance with item 12 is valid where supported by shareholders representing at least two thirds of the votes cast and the shares represented at the general meeting.

Number of shares and votes

The total number of shares in the Company as of the date hereof amounts to 11,999,781 shares, with a corresponding number of votes. The Company holds no shares of its own.

Further information

Copies of the annual accounts, audit report, proxy form, complete proposals and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company at Gårdsvägen 8 in Solna and at the Company’s website www.jetpakgroup.com, at least three weeks in advance of the annual general meeting and will be sent to shareholders who request it and provide their e-mail or postal address. The nomination committee’s complete proposal regarding election of directors including the statement on the nomination committee’s proposal regarding the board of directors are available on the Company’s web site www.jetpakgroup.com as from today and will be sent to shareholders who request this report and provide their e-mail or postal address.

The shareholders hereby notified regarding the right to, at the annual general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

Processing of personal data

For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.

****

Solna in March 2019

Jetpak Top Holding AB (publ)

The board of directors

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/jetpak-top-holding-ab/r/notice-of-annual-general-meeting-in-jetpak-top-holding-ab–publ-,c2774677

The following files are available for download:

SOURCE Jetpak Top Holding AB

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Accounting News & Issues

Fastned Successfully Issues New Bonds

Vlad Poptamas

Published

on

Photo source: electrive.com
Reading Time: 1 minute

 

Fast charging company raises more than 10 million euro for expansion of the European fast charging network

Fastned  the charging company which is building a European network of fast charging stations – raised more than 10 million euro via the issue of bonds of Fastned. The proceeds of this issue will be used for further expansion and exploitation of the fast charging network.

Subscription to the bonds was possible between Thursday – February 28, 2019 and Thursday – March 21, 2019. The bonds pay out 6% interest per annum and have a maturity of 5 years. The interest is paid quarterly in arrears.

Michiel Langezaal, CEO Fastned: “A growing number of people see that the future is electric and therefore want to invest in the sustainable mission of Fastned. The success of this bond issue is proof of that. Thanks to the increasing number of electric cars the demand for fast charging services will continue to grow. With this successful bond round we can invest in extra capacity of the network and therewith meet this growing demand for fast charging. 

Fastned’s mission is to give freedom to electric drivers and thereby accelerate the transition to electric driving. To realize this, Fastned builds a European network of fast charging stations where all electric cars can fast charge with 100% renewable electricity. With the proceeds of this bonds issue the network can be further expanded with more stations and more faster chargers. Fastned already has a network of 89 stations in the Netherlands and Germany. At the moment there are several fast charging stations under construction, including two in the United Kingdom and a large number in the Netherlands and Germany. Recently Fastned won a tender for fast charging stations in Switzerland and for stations in the North East of England.

 

SOURCE Fastned

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