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Active Biotech — AGM Information 2014
Nov 5, 2014
3133_rns_2014-11-05_da4197b7-46b9-4615-8608-c553ad0674a1.pdf
AGM Information
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PRESS RELEASE
Notice of Extraordinary General Meeting of Shareholders
The Board of Directors of Active Biotech AB (publ) has issued a notice to an Extraordinary General Meeting, which is to take place at 5 p.m. on Monday, December 1, 2014, at 5 pm at the Company's premises at Scheelevägen 22 in Lund, Sweden.
Please see the attached notice, which is being announced in Svenska Dagbladet and published in Post- och Inrikes Tidningar within short.
Lund, November 5, 2014 ACTIVE BIOTECH AB (PUBL) THE BOARD OF DIRECTORS
About Active Biotech
Active Biotech AB (NASDAQ OMX NORDIC: ACTI) is a biotechnology company with focus on neurodegenerative diseases and cancer. Projects in pivotal phase are laquinimod, an orally administered small molecule with unique immunomodulatory properties for the treatment of multiple sclerosis, and tasquinimod, an oral immunomodulatory, anti-metastatic substance for the treatment of prostate cancer. The objective of the preclinical ISI project is to produce new, patentable chemical compounds for treatment of diseases in the company's focus areas. Please visit www.activebiotech.com for more information.
Active Biotech AB Box 724, SE-220 07 Lund Tel: +46 46 19 20 00 Fax: +46 46 19 11 00
Active Biotech is required under the Swedish Securities Market Act to make the information in this press release public. The information was submitted for publication at 08:32 a.m. CET on November 5, 2014.
NOTICE OF EXTRAORDINARY GENERAL MEETING
The shareholders of Active Biotech AB (publ) are hereby invited to the Extraordinary General Meeting of shareholders to be held on Monday, December 1, 2014, at 5 p.m. at the Company's premises at Scheelevägen 22 in Lund, Sweden.
ENTITLEMENT TO PARTICIPATE
Shareholders who wish to participate in the Meeting must (i) be recorded in the register of shareholders maintained by Euroclear Sweden AB on Tuesday, November 25, 2014, and (ii) notify the Company of their intention to participate in the Meeting not later than on Tuesday, November 25, 2014.
Shareholders who have trustee-registered their shares must re-register the shares in their own name to be entitled to participate in the Meeting. Such registration, which may be temporary, must be completed on Tuesday, November 25, 2014. Accordingly, shareholders must inform the trustee of this request in ample time prior to this date.
There are a total of 74,923,582 shares and votes in Active Biotech. The Company holds no treasury shares.
NOTICE OF PARTICIPATION
Notice of participation in the Meeting can be made in writing to Active Biotech AB (publ), Attn: Susanne Jönsson, P.O. Box 724, SE-220 07 Lund, Sweden, by fax +46 (0)46-19 20 50, by telephone +46 (0)46-19 20 00 or by e-mail to [email protected]. The notice shall include name, personal/corporate identity number, number of shares held, daytime telephone number and, if applicable, the number of advisors (not more than two) that will accompany the shareholder at the Meeting.
Shareholders represented by proxy shall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or corresponding document shall be appended. The original power of attorney and, where applicable, the certificate should be submitted to the Company at the address indicated above well in advance of the Meeting. Proxy forms are provided at the Company's website, www.activebiotech.com, and sent to shareholders that so request.
PROPOSED AGENDA
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- Opening of the Meeting
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- Election of Chairman of the Meeting
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- Preparation and approval of the voting list
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- Election of one or two persons to verify the minutes
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- Approval of the agenda for the Meeting
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- Determination of whether the Meeting has been duly convened
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- Approval of the Board's rights issue resolution
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- Closing of the Meeting
PROPOSED RESOLUTION
Rights issue (item 7)
The Board proposes that the Meeting approves the Board's resolution of November 4, 2014 on a rights issue. The Board's proposal entails the issue of not more than 14,984,716 shares, whereby the share capital is increased by not more than approximately SEK 56,482,529.18. The subscription price is SEK 15 per share.
The shareholders of the Company shall be entitled to subscribe for the new shares with pre-emptive rights, whereby five existing shares entitle to subscription for one new share. Shares not subscribed for with preemptive rights shall be allocated to persons that have subscribed for shares by exercise of subscription rights and declared their interest to subscribe for shares also without pre-emptive rights, whereby allocation shall be made in relation to the number of subscription rights such persons have exercised for subscription. Thereafter, allocation shall be made to persons that have declared their interest to subscribe for shares without pre-emptive rights.
The record date for the right to participate in the rights issue is December 4, 2014. Subscription shall be made during the period 8 – 22 December, 2014. The last day of trading in the Active Biotech share including the right to participate in the rights issue is December 2, 2014.
The Company's largest shareholders MGA Holding AB, Nordstjernan AB, Investor AB through Duba AB, as well as Peter Thelin (privately and through companies), with a combined holding of approximately 49 per cent of the shares and votes of the Company, have undertaken to subscribe for their respective pre-emptive parts of the rights issue. These shareholders have also undertaken to vote in favor of the rights issue at the Meeting.
For further details and information on the background to and reasons for the rights issue, refer to Active Biotech's press release on November 5, 2014.
DOCUMENTATION, ETC.
The complete proposal will be held available at the Company's premises at Scheelevägen 22 in Lund, Sweden, and on the Company's website, www.activebiotech.com, no later than three weeks prior to the Meeting. Shareholders are reminded of their right to request information pursuant to Chapter 7, Section 32 of the Swedish Companies Act.
Lund, November 2014 The Board of Directors of Active Biotech AB (publ)