Communiqué from extraordinary general meeting in FluoGuide A/S
February 17, 2020
Item 1: Authorisation to the board of directors to increase the share capital at market price or at a rate discounted to the market price without pre-emption rights for existing shareholders
The board of directors of the Company has, subject to authorization from the general meeting, decided to conduct a directed share issue of approx. MDKK 11.6 (before issue costs of approx. MDKK 0.5). Participants in the directed share issue are, amongst others, the institutional investors A/S Arbejdernes Landsbank and Linc AB, a Swedish based life science investor with a long list of successful investments.
The EGM decided to increase the existing authorisation to the board of directors in article 3.2.2 of the articles of association to increase the Company’s share capital in one or more issues of new shares without pre-emption rights for the Company’s existing shareholders by up to nominally DKK 223,099.40 from previously nominally DKK 81,000.00. According to the existing authorisation the capital increase shall be made at market price. The subscription price for the contemplated issue of shares is DKK 5.20 per share which corresponds to the market-based price determined by the board of directors based on a twenty-day average volume-weighted price for the Company's shares prior to the board of directors’ decision to conduct a directed share issue with a discount of approx. 10 percent. In order to take account for the discount to the market price, it was decided to amend the existing authorisation to the effect that the authorisation also allows for capital increases at a rate discounted to the market price. The capital increase shall take place by way of cash contribution.
The adoption of the proposal resulted in an updated clause 3.2.2 of the articles of association of the Company with the following wording:
- 3.2.2 (Danish): Bestyrelsen er i perioden fra den 17. februar 2020 og indtil den 30. juni 2020 bemyndiget til uden fortegningsret for Selskabets eksisterende aktionærer at forhøje Selskabets aktiekapital ad én eller flere gange med i alt op til nominelt DKK 223.099,40. Kapitalforhøjelsen skal ske til markedskurs eller med en rabat i forhold til markedskursen. Kapitalforhøjelsen skal ske ved kontant indbetaling.
- 3.2.2 (English): In the period from 17 February 2020 and until 30 June 2020, the board of directors is authorised to increase the Company’s share capital in one or more issues of new shares without pre-emption rights for the Company’s existing shareholders by up to a nominal amount of DKK 223,099.40. The capital increase shall take place at market price or at a rate discounted to the market price. The capital increase shall take place by way of cash contribution.
As VP Investor Services A/S has changed the name to VP Services A/S, it was decided that clauses 2.5, 5.9, 5.11 of the articles of association are changed accordingly.
Item 2: Documents for the general meeting shall in the future only be prepared in English
The EGM decided that in the future documents prepared for the general meeting shall be prepared in English only, ref. section 110(6) of the Danish Companies Act.
The resolutions from the extraordinary general meeting were adopted unanimously.
Copenhagen, 17 February 2020
The board of directors