Report from Extraordinary General Meeting
On 13 December, NeuroVive Pharmaceutical AB (publ) held an Extraordinary General Meeting (EGM), whose resolutions are summarized in what follows. All resolutions were reached with the requisite majority.
Approval of the Board of Directors’ decision on a new share issue waiving shareholders’ preferential rights
The Meeting approved the Board of Directors’ decision on the new issue of a maximum of 2,500,000 shares. Waiving shareholders’ preferential rights, a group of investors, selected in advance, that have notified the company of their interest in subscription, shall be entitled to subscribe for shares. If the share issue is fully subscribed, share capital would increase by SEK 125,000. SEK 14.00 shall be paid in cash for each share subscribed.
Payment for subscribed shares shall be in cash by no later than 20 December 2013. The Board of Directors shall be entitled to extend the payment term. The new shares confer entitlement to dividends on the first occasion on the record date for dividends immediately after the new share issue has been registered by the Swedish Companies Registration Office and the shares have been recorded in the share register maintained by Euroclear Sweden AB.
Approval of the Board of Directors’ decision on a rights issue
The Meeting approved the Board of Directors’ decision on a rights issue of a maximum of 5,414,761 shares. One subscription right will be received for reach existing share held. Four subscription rights confer entitlement to subscribe for one new share. If the share issue is fully subscribed, share capital would increase by SEK 270,738.05. The record date for determining which shareholders are entitled to participate in the share issue with preferential rights shall be 8 January 2014. Other parties may also subscribe to the share issue. SEK 14.00 cash shall be paid for each share subscribed.
Subscription for shares shall be in the period from 13 January 2014 to 27 January 2014, both dates inclusive. Subscription with preferential rights shall be through simultaneous cash payment.
In the case that not all shares are subscribed with preferential rights as above, then within the limits of the maximum amount of the share issue, the Board of Directors shall decide on allotment of shares to other parties that have subscribed for shares without preferential rights, and decide how the allocation between subscribers shall occur.
Firstly, such allotment shall be to share subscribers that have exercised subscription rights in the new share issue in relation to the number of subscription rights that each had exercised for subscription, and secondly, to other subscribers in relation to the subscribed amount and to the extent this is not possible, to guarantors in relation to the amount issued that each party has guaranteed.
Confirmation of potential allotment will be provided by sending a settlement note, which is due for payment in accordance with the stated instructions. This information will only be provided to parties that have received an allotment.
The Board of Directors is entitled to extend the period of subscription and payment. Dividends for the new shares shall be payable on the record date for dividends that occurs after the registration of the share in the share register maintained by Euroclear Sweden AB.
Approval of the Board of Directors’ decision on authorization for the Board of Directors to decide on additional new issues of shares waiving shareholders’ preferential rights (overallotment option)
The Meeting approved the Board of Directors’ decision to authorize the Board to decide to increase the Company’s share capital by a maximum of SEK 35,714.30 through the new issue of a maximum of 714,286 shares on one or more occasions in the period until the next AGM. The Board of Directors shall be entitled to decide on the issue of shares waiving shareholders’ preferential rights.
Share issues in accordance with this authorization shall be at a price of SEK 14 per share. The Board of Directors shall be entitled to decide the other terms and conditions for the share issue in accordance with this authorization, and who shall be entitled to subscribe for shares. The reason that the Board of Directors shall be entitled to decide on the issue of shares waiving shareholders’ preferential rights is to be able to serve an interest to subscribe for shares by those individuals that wish to participate in the rights issue as decided above, but have not been allotted all the shares they subscribed for.
About NeuroVive
NeuroVive Pharmaceutical AB (publ), a leading mitochondrial medicine company, is developing a portfolio of products to treat acute cardiovascular and neurological conditions through mitochondrial protection. These medical conditions are characterized by a pressing medicinal need and have no approved pharmaceutical treatment options at present. NeuroVive’s products CicloMulsion® (heart attack) and NeuroSTAT® (traumatic brain injury) are currently being evaluated in phase III and phase II studies, respectively. NeuroVive’s research programs also include products for the treatment of anti-viral indications (Hepatitis B/C), brain cell injury in stroke patients, and drug candidates for cellular protection and treating mitochondria-related energy regulation diseases. NeuroVive’s shares are listed on NASDAQ OMX, Stockholm, Sweden.
Media and investor relations questions to:
Ingmar Rentzhog, Laika Consulting, Tel: +46 (0)46 275 6221 or ir@neurovive.se
Please also use the above contact if you wish to arrange an interview with NeuroVive’s CEO, Mikael Brönnegård, or its CSO, Eskil Elmér.
NeuroVive Pharmaceutical AB (publ)
Medicon Village, SE-223 81 Lund, Sweden
Tel: +46 (0)46 275 6220 (switchboard), Fax: +46 (0)46 888 8348
info@neurovive.se, www.neurovive.se
NeuroVive Pharmaceutical AB (publ) is obligated to publish the information contained in this news release in accordance with the Swedish Securities Market Act. This information was provided to the media for publication at 12:30 CEST on 13 December 2013.
