Bulletin from the extraordinary general meeting of Hansa Medical AB (publ)
The resolution means that the company’s share capital will increase by a maximum of SEK 3,704,229 through a share issue of a maximum of 3,704,229 shares, with preferential right given to shareholders according, primarily, to the following conditions. Six owned shares on the record day, 21 March 2014, give the right to the subscription of one new share at the subscription price of SEK 10 per share. Shares which are not distributed according to preferential right shall be distributed between individuals subscribing for shares without preferential right, whereby distribution will be carried out, in the first instance, to individuals subscribing for shares with support of preferential right proportional to the number of subscribed shares, and, in the second instance, to others subscribing for shares without preferential right proportional to the number of subscribed shares, and in the third instance to guarantee providers Bo Håkansson and Nexttobe AB. The subscription period will be 25 March 2014 until 8 April 2014. Subscription for shares with the support of preferential rights shall take place through payment. Subscription for shares without the support of preferential rights shall take place through the subscription list, whereby payment must be made within three working days from notification of distribution.
The capital raised will be used for Phase II studies with the drug candidate IdeS. IdeS is being developed as an intravenous therapy for enabling kidney transplantation in patients with donor specific antibodies (DSA). A high level of DSA makes it very difficult to identify suitable donors and these patients are therefore rarely transplanted. Hansa Medical has filed a clinical trial application to the Swedish Medical Products Agency for the performance of a phase II study with IdeS in dialysis patients with DSA. The study will be performed in Sweden and is planned for start in May 2014 and will proceed during fall 2014.
Hansa Medical’s principal shareholders Bo Håkansson and Nexttobe AB have undertaken subscription and will guarantee the rights issue in full. The extraordinary meeting attendees were informed that Nexttobe AB, as a consequence of the subscription guarantee, might hold 31 percent of the outstanding shares in Hansa Medical following the rights issue. Nexttobe AB has been granted exemption from the mandatory bid rules granted by the Swedish Securities Council (Aktiemarknadsnämnden), in case the Nexttobe AB holding in Hansa Medical shares would exceed 30 percent of the outstanding shares in Hansa Medical, conditional upon the attendees being provided this information at the extraordinary meeting. The exemption was also conditional upon the preferential rights being resolved with at least two thirds of the votes and represented shares, leaving out of account the shares held and represented by Nexttobe AB at the extraordinary general meeting. This condition was fulfilled as well at the extraordinary general meeting.
Preliminary schedule for preferential rights issue
17 March 2014 Publication of prospectus
18 March 2014 Last day of share trading with the right to subscribe
21 March 2014 Record day for the receipt of subscription rights
25 March– 8 April 2014 Subscription period
3 April 2014 Last day for subscription rights trading
11 April 2014 Public notice of outcome