2010-04-07

Release from NOTE’s Extraordinary General Meeting on 7 April 2010

Decision on amendment of the Articles of Association and approval of Board of Directors’ decision on the new issue of shares


The EGM resolved to amend the Articles of Association regarding the capital limits and limits on the number of shares to enable the new share issue and resolved to approve the Board of Directors’ decision on the new issue of shares, whereby share capital could increase by a maximum amount of SEK 9,624,200 through the issue of a maximum of 19,248,400 new shares.

The terms and conditions for the issue imply that each existing NOTE share entitles the holder to two (2) subscription rights and one (1) subscription right entitles the holder to subscribe for one (1) new share.

The subscription price is SEK 4.50 per share, which means that the new share issue will raise NOTE a maximum of some SEK 87 m before deducting issue costs.

The record date for receiving subscription rights with Euroclear Sweden AB is 12 April 2010. This means that the NOTE share will be trading ex rights from 8 April 2010 onwards. The subscription period will run from 22 April 2010 to 6 May 2010, both dates inclusive, or a later date decided by the Board of Directors. Shareholders that choose not to participate in the new share issue will have their participating interests diluted by some 67%, but will have an opportunity for financial compensation for the dilution effect by selling their subscription rights.

Schedule for the new share issue

8 April 2010
First trading day of the share ex rights to the new share issue.

12 April 2010
Record date, i.e. the date shareholders in the share register on this date will receive subscription rights entitling them to participate in the new share issue.

16 April 2010
Scheduled date for publication of the prospectus.

22 April 2010 – 3 May 2010
Trading in subscription rights, i.e. shareholders that are not subscribing for shares in the issue and do not wish to forfeit on the value of the subscription rights can sell their subscription rights in this period.

22 April 2010 – 6 May 2010
Subscription period.

On or around 11 May 2010
Publication of the results of the new share issue.

Second half of May
New share issue concludes.

Subscription undertakings and issue guarantees
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 of NOTE, support the new share issue and have undertaken to subscribe for shares in the new share issue corresponding to their participating interest in NOTE, corresponding to a total of some 33% of the new share issue. Assuming the satisfaction of certain conditions, the remainder of the new share issue is guaranteed by Investment AB Öresund, MGA Holding AB, Catella Fondförvaltning AB, Herma Securities AB and
CLS Holding plc via subsidiaries. Accordingly, the new share issue is fully underwritten through subscription agreements and guarantee commitments.

Financial and legal advisers
HQ Bank is financial adviser and Advokatfirman Vinge is legal adviser to NOTE in connection with the new share issue.

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