Bulletin from NOTE's Extraordinary General Meeting on 7 April 2010
Resolution on amendment of the Articles of Association and approval of the Board of Directors' decision to issue new shares
The Annual General Meeting resolved to amend the Articles of Association with respect to the capital limits and the limits on the number of shares in order to enable the new share issue and resolved to approve the Board of Directors' resolution on a new share issue, whereby the share capital may be increased by an amount of not more than SEK 9,624,200 through the issue of not more than 19,248,400 new shares.
The terms of the issue mean that each existing share in NOTE entitles to two (2) subscription rights and one (1) subscription right entitles to subscription of one (1) new share.
The subscription price is SEK 4.50 per share, which means that the new share issue will provide NOTE with a maximum of approximately SEK 87 million before deduction of issue costs.
The record date at Euroclear Sweden AB for receiving subscription rights is 12 April 2010. This means that the NOTE share will be traded excluding subscription rights from 8 April 2010. The subscription period will run from 22 April 2010 up to and including 6 May 2010, or such later date as the Board of Directors decides. Shareholders who choose not to participate in the rights issue will have their shareholding diluted by approximately 67 %, but have the possibility to financially compensate for the dilution effect by selling their subscription rights.
Timetable for the rights issue
8 April 2010
First day of trading in the share without the right to participate in the rights issue.
12 April 2010
12 April 2010 Record date, i.e. shareholders registered in the share register on this date will receive subscription rights that entitle them to participate in the rights issue
16 April 2010
Estimated date of publication of the prospectus.
22 April 2010 - 3 May 2010
Trading in subscription rights, i.e. shareholders who do not subscribe for shares in the issue and who do not want to lose the value of the subscription rights can sell their subscription rights during this period.
22 April 2010 - 6 May 2010
Subscription period.
About
11 May 2010
Publication of the result of the rights issue.
Second half of May
The rights issue is finalised.
Subscription commitments and underwriting
Investment AB Öresund, MGA Placeringar AB, Catella Fondförvaltning AB, Bruce Grant via companies, Herma Securities AB and CLS Holding plc via subsidiaries, which are some of the largest shareholders in NOTE, support the rights issue and have undertaken to subscribe for shares in the rights issue corresponding to their respective shareholdings in NOTE, which in total corresponds to approximately 33 per cent of the rights issue. The remainder of the rights issue is, provided that certain conditions are met, guaranteed by Investment AB Öresund, MGA Holding AB, Catella Fondförvaltning AB, Herma Securities AB and CLS Holding plc via subsidiaries. The rights issue is thus fully secured through subscription undertakings and guarantee commitments.
Financial and legal advisers
HQ Bank is acting as financial advisor and Advokatfirman Vinge is acting as legal advisor to NOTE in connection with the rights issue.