Bulletin from the extraordinary general meeting of Hansa Medical AB (publ)
On 21 November, 2016, Hansa Medical AB (publ) held an extraordinary general meeting. The following resolutions, among others, were passed at the general meeting.
Directed issue of ordinary shares
The general meeting resolved, in accordance with the board of directors’ proposal, to carry out a directed issue of not more than 2,642,857 new ordinary shares, entailing an increase in the share capital of not more than SEK 2,642,857. The right to subscribe for the new ordinary shares in the directed issue shall, with deviation from the shareholders’ pre-emption rights, be granted certain selected strategic and institutional investors. The reason for the deviation from the shareholders’ pre-emption rights is that the company shall, be able to secure the capital need for the company’s operations, as well as to broaden the ownership structure of the company with strategic and institutional investors.
The subscription price per ordinary share has been determined to SEK 70 which comprises an approximate three percent discount in relation to the volume weighted average price of the HMED-share at NASDAQ Stockholm on October 19, 2016, the day prior to the announcement of the directed issue. The basis for the subscription price has been determined through a so-called private placement procedure.
Long-term incentive programme
The general meeting further resolved, in accordance with the board of directors’ proposal, to adopt a long-term incentive programme (LTIP 2016) in the form of a performance based share programme for all employees of the Hansa Medical group, whereby not more than 30 individuals within the Hansa Medical group may participate. The participants of LTIP 2016 will, provided that certain conditions are fulfilled, be granted the opportunity to obtain ordinary shares free of charge, i.e. so called performance shares, under LTIP 2016. A maximum of 305,000 performance shares may be allotted to participants under LTIP 2016.
The general meeting further resolved, in accordance with the board of directors’ proposal, to adopt certain hedging arrangements for the incentive programme to ensure delivery of shares to participants at the end of the long-term incentive programme, as well as to cover any social charges arising as a result of LTIP 2016. The hedging arrangements include a share issue authorization for the board of directors to issue not more than 401,000 Class C shares, an authorization for the board of directors to repurchase the issued Class C shares and a resolution to transfer not more than 305,000 ordinary treasury shares to participants of the programme and not more than 96,000 ordinary treasury shares to be divested in the market. To facilitate the issue of Class C shares under the hedging arrangements as set out above, the general meeting resolved to amend the articles of association.
This information was submitted for publication at 13.30 pm on 21 November 2016.