Pre-Annual General Meeting Information • Dec 16, 2020
Pre-Annual General Meeting Information
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To the shareholders of Axactor SE
Axactor SE welcomes you to an extraordinary general meeting in Oslo Tuesday 5 January 2021 at 10.00 CET. To limit the infection risk as a consequence of the Covid 19 situation we are facing, Axactor SE will run the extraordinary general meeting virtual from the Axactor SE headquarters.
Axactor SE gives you the opportunity to participate virtual by using your smartphone, tablet or computer. By attending the online extraordinary general meeting, you will be able to listen to a live audiocast of the meeting, see the presentation, submit questions relating to the items on the agenda and cast your votes in the real time poll of the extraordinary general meeting. We secure identification of the shareholders. Information on how to attend electronically is available at www.axactor.com.
As a shareholder you also have the possibility to vote prior to the extraordinary general meeting or use the proxy form. The forms were attached to the notice of the extraordinary general meeting and are available at our website www.axactor.com. If you have any question on how to attend, please contact Vibeke Ly at +47 911 79 195 or [email protected].
1. Opening of the general meeting and registration of participating and represented shareholders (no voting)
The chair of the board will open the general meeting of Axactor SE (the Company) and register participating and represented shareholders.
The board proposes that the general meeting elects Kjetil Hardeng, from the law firm Haavind, to chair the meeting. The board proposes that the general meeting elects one of the shareholders to co-sign the minutes.
The board proposes that the general meeting passes the following resolution:
"The general meeting elected Kjetil Hardeng to chair the general meeting of the Company. The general meeting elected [Vibeke Ly] to co-sign the minutes together with the chair."
The board proposes that the general meeting passes the following resolution:
"The general meeting approved the notice and the agenda."
The Company and its' main shareholder Geveran Trading Co. Limited (Geveran) currently each own 50% of Axactor Invest 1 S.a.r.l (Axactor Invest). In addition, Sterna Finance Ltd (Sterna) owns 50% of A Notes in Axactor Invest, and the remaining Notes owned by Axactor SE. With the aim of simplifying the Company's corporate structure, the Company and Geveran has agreed a transfer of Geveran's 6 000 shares in Axactor Invest and Sterna's EUR 45 million A Notes in Axactor Invest, which will result in 100% ownership of the shares and A-notes for the Company against consideration of 50 000 000 new shares in the Company to be issues in a share capital increase against contribution in kind (the Share Contribution).
Geveran, Sterna and the Company have agreed on a valuation of the Share Contribution of EUR 38 000 000. The valuation has been verified by a fairness opinion prepared by ABG Sundal Collier. In addition, KPMG has prepared an auditor opinion regarding the contribution in kind as required by the Norwegian Public Limited Liability Companies Act Section 10-2, cf. 2-6. The auditor opinion is attached as appendix 3.
The board proposes that the general meeting passes the following resolution:
vii. The new shares shall carry rights to dividend and have shareholder rights from registration of the share capital increase with the Norwegian Register of Business Enterprises.
viii. The total expenses of the share issue, are estimated to approximately NOK 2,5 MNOK.
The board believes that new equity will strengthen the Company's balance sheet and, together with the structural simplification, allow for higher free cash flow, investment capacity and dividend potential going forward.
The Company has, as announced on 9 December 2020, received subscriptions for new shares in a private placement with gross proceeds of NOK 320 000 000 (the Private Placement) subject to approval by the Company's general meeting.
The shares in the Private Placement have been placed at a fixed subscription price of NOK 8 per new share directed towards certain existing shareholders and new investors. It is therefore proposed that the existing shareholders' preferential rights to new shares pursuant to Section 10-4 of the Norwegian Public Limited Liability Companies Act are waived. Such waiver of the preferential rights of existing shareholders is considered necessary in order to raise capital in an efficient manner in the prevailing volatile capital market, with significantly lower completion risks compared to a rights issue. The board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and is of the opinion that the proposed Private Placement is in compliance with these requirements. Securing the necessary investment capacity for the Company in a timely manner is necessary in order for the Company to be able to execute its business plan and strategy going forward and is required to enable further growth through portfolio acquisitions in the interest of both the Company and all shareholders. The board is of the view that the contemplated refinancing by the Company as announced by the Company on 9 December 2019 will be in the common interest of the Company and its shareholders, and the Private Placement is a pre-requisite for such refinancing. There will not be sufficient time to implement a rights issue prior to the contemplated timing of the closing of the refinancing. Existing shareholders that were not allocated shares in the Private Placement will be given the opportunity to subscribe for shares in a Subsequent Offering as further described below in item 6.
The aggregate number of shares to be issued in connection with the Private Placement is 40 000 000. In connection with the listing of the new shares issued in the Private Placement a joint listing and offering prospectus will be prepared.
The board proposes the general meeting passes the following resolution:
shall be subscribed for on a separate subscription form on the date of the general meeting. Existing shareholders' preferential rights pursuant to Section 10-4, cf. Section 10-5, of the Norwegian Public Limited Liability Companies Act are waived.
For events that must be taken into consideration in relation to the Private Placement, reference is made to the above-mentioned background information, stock exchange releases 9 December 2020, and the Company's interim financial statement for the Q3 2020, all available at www.axactor.com.
Except for this information, no events have occurred with significant impact on the financial situation of the Company since the last balance sheet date. A copy of the latest annual and quarterly accounts, annual and quarterly report and auditor report is available on www.axactor.com.
The board further proposes that the extraordinary general meeting, subject to completion the Private Placement described under item 5 above, grants a power of attorney to the board to conduct a subsequent repair offering (the Subsequent Offering) in order to allow those of the Company's shareholders as of close of trading on 9 December 2020 (as registered in the VPS on 11 December 2020) who were not allocated shares in the Private Placement to subscribe for shares on the same terms as the Private Placement.
The board will determine further criteria for allocation of tradeable subscription rights in the Subsequent Offering in line with generally accepted principles. Given the purpose of the Subsequent Offering, the power of attorney will include an authorization to waive the shareholders' preferential rights to subscribe for new shares.
The board proposes the general meeting passes the following resolution:
iii. The power of attorney shall be utilized to issue shares in a subsequent offering in connection with the Private Placement resolved by the general meeting under item 5 above.
iv. Existing shareholders' preferential rights pursuant to Section 10-4, cf. Section 10-5, of the Norwegian Public Limited Liability Companies Act may be waived.
The board of directors in Axactor SE
Glen Ole Rødland Kathrine Astrup Fredriksen Chairman of the Board Board Member
Terje Mjøs Brita Eilertsen Board Member Board Member
Lars Erich Nilsen Merete Haugli Board Member Board Member
Hans Olov Harén Board Member
Appendices:
The appendices are available at the company website www.axactor.com.
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