AGM Information • May 4, 2010
AGM Information
Open in ViewerOpens in native device viewer
Press release
Betsson AB (Publ)
This press release is not an offer but instead mediate information from the board of directors' proposal to the annual general meeting regarding proposed redemption of shares. This press release is not intended for parties whose participation in the redemption process necessitates additional information or registration measures, or other actions in addition to those stipulated by Swedish law. This press release is not intended for publication in such countries that require additional information or measures as stated in the previous sentence, or in countries where publication contravenes applicable rules or ordinances. The onus is on each recipient to comply with the restrictions that ensue from foreign law. Disputes relating to the redemption process, as reviewed in this press release, will be determined by Swedish law and in a Swedish court of law exclusively. The Swedish language original version of this press release is available on Betssons´s Website, www.betssonab.com
The earnings trend in Betsson AB is continued strong and in order to transfer funds in a positive way for our shareholders to the shareholders and to keep an appropriate capital structure the Board of Directors of Betsson suggests that the AGM resolve to approve a share redemption scheme of SEK 9.00 per share.
The Board's complete proposal and an information brochure reviewing the proposed redemption in more detail are available on the group website www.betssonab.com and at Betsson's offices at the following address: Betsson AB, Regeringsgatan 28, 111 53 Stockholm, Sweden. Shareholders who request further information regarding the redemption scheme may during normal office time, CET call +46 8 506 403 08.
| MAIL AND VISITING | PHONE | REGISTERED OFFICE | ORG. NO. | |
|---|---|---|---|---|
| ADDRESS | FAX | IR WEB SITE | VAT.REG.NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28, 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |
The shareholders of Betsson AB (publ) are invited to the Annual General Meeting on Thursday, 3 June 2010, starting at 3 pm, at Regeringsgatan 30-32, Stockholm (Delphi law firm). This notice is replacing a previous notice to convene the Annual General Meeting scheduled for 6 May 2010.
Shareholders who wish to attend the Annual General Meeting (the "AGM") must
Shareholders who wish to attend the AGM must notify the Company in writing at this address: Betsson AB, Regeringsgatan 28, SE-111 53, Stockholm, Sweden. Notification may also be made by telephone +46 8-506 403 00, fax +46 8-735 57 44 or email: [email protected]. When giving notice of attendance, shareholders must state their name, social security number/corporate registration number, address, telephone number and shareholding. Shareholders who are represented by proxy should include such proxy together with the notification to attend the AGM. Those shareholders who wish to be represented by proxy can download a proxy form from the Company's website www.betssonab.com.
Shareholders with nominee-registered shares must, in order to participate at the AGM temporarily register the shares in his or her own name with Euroclear Sweden AB. Such shareholder must notify its nominee regarding the above-mentioned matter in due time before 28 May 2010.
| MAIL AND VISITING | PHONE | REGISTERED OFFICE | ORG. NO. | |
|---|---|---|---|---|
| ADDRESS | FAX | IR WEB SITE | VAT.REG.NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28, 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |
The Nomination Committee, comprised of Jan Bengtsson (Chairman of the Nomination Committee), Peter Wahlberg, Ola Wiklund and John Wattin, propose that John Wattin be appointed Chairman of the AGM.
The Board proposes that no dividend shall be paid for the 2009 financial year. The Board has instead proposed a procedure for the redemption of shares in accordance with Item 17 below.
The Nomination Committee proposes that the Board shall consist of six members without deputies for the period until the next AGM. The Nomination Committee proposes that John Wattin, Per Hamberg, Kicki Wallje-Lund, Patrick Svensk, Carl Lewenhaupt and Lars Linder Aronson be reelected to the Board. The Nomination Committee proposes that John Wattin be re-elected as Chairman of the Board. The proposed remuneration for the Board is SEK 1,875,000, of which the Chairman will receive SEK 625,000 and the other members elected by the AGM SEK 250,000 each. Further, it is proposed that John Wattin for the period up to the next AGM shall receive a monthly compensation in the amount of SEK 25,000 relating to work performed in respect of business activities of the Company. It is proposed that auditors' fees be paid according to approved invoices. All the above proposed remunerations for the Board are the same as the remunerations adopted on the AGM 2009.
The shareholders who have been represented in the Nomination Committee, together accounting for more than 42 per cent of the votes, propose that the AGM approves the following procedure for preparation of the election of members of the Board of Directors. A Nomination Committee shall prepare and submit proposals for the election of the Chairman at the AGM of 2011, members of the Board and auditors (if auditors are to be elected) as well as their fees. The Chairman of the Board shall be a member of the Nomination Committee and will also act as its convenor. The Nomination Committee, which will consist of at least three members representing major shareholders in the Company, will be formed in October 2010 in consultation with the major shareholders in the Company at that time. The Nomination Committee's term of office reaches until the next Nomination Committee has been formed. The majority of the members of the Nomination Committee may not be members of the Board of Directors nor be employed by the Company. If a member of the Committee resigns before the work is concluded, a replacement member is to be appointed in the corresponding manner. The members of the Nomination Committee appoint the Chairman among themselves. The composition of the Nomination Committee must be announced not later than six months before the AGM.
The Board of Directors proposes that the guidelines for remunerating senior executives that were adopted at the 2009 AGM continue to be applicable.
The Board of Directors proposes that the AGM resolve on a procedure for the automatic redemption of shares, in accordance with the proposal below. It proposes that the decisions are taken together as one decision.
| MAIL AND VISITING | PHONE | REGISTERED OFFICE | ORG. NO. | |
|---|---|---|---|---|
| ADDRESS | FAX | IR WEB SITE | VAT.REG.NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28, 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |
The Board of Directors proposes that the AGM resolves to implement a share split, whereby one share in Betsson is converted into two shares. One of these shares will be a so-called redemption share. The Board of Directors proposes that the record date for the share split shall be 11 June 2010.
Resolution to reduce share capital through an automatic redemption of shares (Item 17b) The Board of Directors proposes that the share capital be reduced by SEK 39,553,720 through the redemption of 5,420,000 Series A shares and 34,133,720 Series B shares for repayment to the shareholders. The shares to be redeemed are those shares which are referred to as redemption shares after shares have been split as described above. The price to be paid for each redemption share shall be SEK 9.00. No redemption price shall be paid for any redemption shares of Series A or Series B that are held by the Company. The maximum redemption amount will thus be SEK 353,193,480. The Board of Directors proposes that trading in redemption shares shall take place from 15 June through 29 June 2010 and that the record date for the redemption of the redemption shares shall be 2 July 2010. Payment is expected to be made through Euroclear Sweden AB on 7 July 2010.
In order to achieve a timely and efficient redemption procedure, without having to obtain permission from the Swedish Companies Registration Office (Sw. Bolagsverket) or a court of law, the Board proposes to restore the Company's share capital to its original amount by increasing the Company's share capital by SEK 39,553,720 through a bonus issue via a transfer from the Company's unrestricted equity to the Company's share capital. No new shares will be issued in connection with the share capital increase.
A valid resolution requires approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the General Meeting.
The Board of Directors proposes that the AGM authorises the Board to resolve to acquire, on one or several occasions prior to the next AGM, as many shares as may be acquired without the Company's holding at any time exceeding 10% of the total number of shares in the Company. The shares shall be acquired on a regulated market where shares in the Company are listed and only at a price within the price range registered at any given time, i.e. the range between the highest bid price and the lowest offer price, or through a public offer to all shareholders, whereby the purchase shall be made at a price equivalent to the lowest quoted share price at the time and a maximum of 150% of the current quoted share price.
It is also proposed that the Board of Directors be authorised to pass a resolution on the transfer of the Company's own shares, as payment upon the acquisition of companies or businesses, at a price equivalent to the quoted share price at the time of transfer.
The objectives of this authorisation are to give the Board of Directors greater scope to act when working with the Company's capital structure and to give the Company greater flexibility in the distribution of capital to its shareholders.
The decision of the AGM to authorise the Board of Directors to decide on the purchase and sale of the Company's own shares requires a shareholder majority of at least two thirds of the votes and two thirds of the shares represented at the AGM.
| MAIL AND VISITING | PHONE | REGISTERED OFFICE | ORG. NO. | |
|---|---|---|---|---|
| ADDRESS | FAX | IR WEB SITE | VAT.REG.NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28, 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |
The Board of Directors proposes that the AGM authorises the Board to decide, on one or several occasions prior to the next AGM, to issue shares for payment in kind, that involve the issue of up to 4 million Series B shares (corresponding to a dilution of about 10%).
The objectives of the authorisation are to increase the financial flexibility of the Company and to enable the Company to use its own financial instruments to make payments for any business acquisitions the
Company may undertake. The market value of the shares on each issue date will be used in determining the price at which shares will be issued.
The Board of Directors proposes that Section 11, second paragraph, of the articles of association regarding way of notice of shareholders' meetings is amended in accordance with the following: Notice of shareholders' meeting shall be announced in Swedish Official Gazette (Sw: Post- och Inrikes Tidningar) and on the company's website. That notice has been made shall be announced in Dagens Industri. The Board of Directors further proposes that Section 11, first paragraph, of the articles of association regarding time of notice to the AGM shall lapse meaning that the Companies Act's (SFS 2005:551) regulations of time of notice shall apply. The AGM's decisions of the alterations of the articles of associations in accordance with above shall be conditional up on that alterations in the Companies Act regarding time of notice and way of notice of shareholders' meetings have entered into force, and that the proposed wording above is consistent with the new wording of the Companies Act.
A valid resolution requires approval of shareholders representing at least two-thirds of both the votes cast and the shares represented at the General Meeting.
As of 4 May 2010, the total number of shares in the Company was 39,553,720, representing a total of 88,333,720 votes, divided into 5,420,000 Series A shares representing 54,200,000 votes and 34,133,720 Series B shares representing 34,133,720 votes. On the same date, the Company held 310,000 Series B shares, which may not be represented at the General Meeting.
The Board of Directors' complete proposals for resolution in accordance with the above, including reports and statements, and the 2009 Annual Report and Audit Report are available on the Company's website www.betssonab.com. These documents will also be sent to those shareholders who so request and provide their postal address. An information brochure containing information about the Board of Directors' proposals for a share split and automatic redemption of shares is available on the Company's website and in a limited printed edition at Betsson AB, Regeringsgatan 28, 111 53 Stockholm.
Stockholm, May 2010 The Board of Directors
For further information, please contact: Pontus Lindwall, CEO and President Betsson AB (publ), phone: +46 (0)8 506 403 10 or +46 (0)708 27 51 55 or [email protected].
| MAIL AND VISITING | PHONE | REGISTERED OFFICE | ORG. NO. | |
|---|---|---|---|---|
| ADDRESS | FAX | IR WEB SITE | VAT.REG.NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28, 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |
BETSSON AB'S CORE BUSINESS CONSISTS OF INVESTING AND ADMINISTER COMPANIES WITHIN THE GAMING BUSINESS. BETSSON AB OWNS BETSSON MALTA WHICH OPERATES GAMES TOWARDS END CUSTOMERS, VIA THE WEBSITES WWW.BETSSON.COM, WWW.CASINOEURO.COM AND WWW.CHERRYCASINO.COM. BETSSON MALTA OFFERS POKER, CASINO, BETTING EXCHANGE, SPORTS BETTING, LOTTERY, BINGO AND GAMES. THE CUSTOMERS MAINLY ORIGINATE FROM THE SCANDINAVIAN COUNTRIES AND OTHER PARTS OF EUROPE. BETSSON AB IS LISTED ON NASDAQ OMX NORDIC MID CAP LIST, (BETS).
| MAIL AND VISITING | PHONE | REGISTERED OFFICE | ORG. NO. | |
|---|---|---|---|---|
| ADDRESS | FAX | IR WEB SITE | VAT.REG.NO. | |
| BETSSON AB (PUBL) REGERINGSGATAN 28, 111 53 STOCKHOLM, SWEDEN |
+46 (0)8 506 403 00 +46 (0)8 735 57 44 |
STOCKHOLM | INFO@BETSSONAB. COM WWW.BETSSONAB.COM |
556090-4251 SE556090425101 |
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.