Bulletin from EGM in Novedo Holding AB (publ)
An extraordinary general meeting in Novedo Holding AB (publ), reg. no. 559334-4202, was held today on September 21, 2023, in Stockholm. The general meeting resolved on an amendment of the articles of association and a share split, an authorization for the board to resolve on new share issues and directed new share issues, in accordance with the proposals submitted in advance by the board. 80.7 percent of the shares and votes in the company were represented at the general meeting.
In brief, the general meeting passed the following resolutions. For complete information on the contents of the resolutions, please refer to the notice convening the extraordinary general meeting, which is available on the company's website, www.novedo.se.
Resolution on amendment of the company’s articles of association and a share split
The general meeting resolved, in accordance with the board's proposal, on an amendment of the company's articles of association to implement certain editorial changes and to enable a share split in order to achieve a more suitable number of shares in the company.
The general meeting also resolved, in accordance with the board's proposal, to increase the number of shares to 15,480,000 by splitting all shares into 500 shares (so-called share split 500:1). The board was authorized to determine the record date for the share split and the board has resolved that the record date for the share split shall be September 28, 2023. The new number of shares is expected to be registered on each shareholder's account as of September 29, 2023. As a result of the share split, the shares in the company will be assigned a new ISIN code, which will be SE0020846525. The share split of the company's shares will be carried out automatically through Euroclear Sweden AB, and shareholders as of the record date will not be required to take any action for their shares to be split.
Resolution on authorization for the board to resolve on new share issues
The general meeting resolved, in accordance with the board's proposal, to authorise the board to, subject to the limitations set out in the company's articles of association applicable from time to time, with or without deviation from the shareholders' preferential rights, on one or multiple occasions before the next annual general meeting, resolve on an increase of the company's share capital by issuing new shares in the company in connection with a listing of the company's shares on a regulated market or multilateral trading facility. If the board resolves on a new share issue with deviation from the shareholder's preferential rights, the reason for the deviation shall be to broaden the shareholding in connection with a listing of the company's shares on a regulated market or multilateral trading facility.
Resolution on a directed new share issue in order to carry out a roll-up of preference shareholders
The general meeting resolved, in accordance with the board's proposal, on a directed new share issue conditional upon the board resolving on a listing of the company's shares on a regulated market or multilateral trading facility no later than on December 31, 2023. The right to subscribe for the new shares is exclusively vested in preference shareholders, or wholly owned companies of such preference shareholders, in the company's subsidiary, Novedo AB. The reason for the deviation from the shareholders' preferential rights is that the directed new share issue is carried out in order to roll up the ownership of the entrepreneurs who have reinvested in preferential shares in the company's subsidiary, Novedo AB in connection with sales of their companies to Novedo.
Since the share issue is conditional upon the board of the company resolving to carry out a listing of the company's shares no later than December 31, 2023, no shares will be issued unless such resolution is made and if no such resolution is made no shares will be issued. Completion of the new share issue will result in an increase of the company's share capital by a maximum of SEK 66,790.59 through the issuance of a maximum of 1,873,142 new shares. The new shares will be issued at a determined subscription price within the interval SEK 10–1,000 and the subscription price will correspond to the final offering price in the company's potential IPO.
Resolution on a directed new share issue to set off a shareholder loan
The general meeting resolved, in accordance with the board's proposal, on a directed new share issue conditional upon the board of the company resolving on a listing of the company's shares on a regulated market or multilateral trading facility no later than on December 31, 2023. The right to subscribe for the new shares is exclusively vested in the company's shareholder, Esmaeilzadeh Holding AB. The reason for the deviation from the shareholders' preferential rights is that the directed new share issue is carried out in order to optimize the company's debt structure by eliminating the company's outstanding shareholder loan of SEK 104,166,667 and thereby improving the company's key figures and improve the accessibility of attractive loan terms.
Since the share issue is conditional upon the board of the company resolving to carry out a listing of the company's shares no later than December 31, 2023, no shares will be issued unless such resolution is made and if no such resolution is made no shares will be issued. Completion of the new share issue will result in an increase of the company's share capital by a minimum of SEK 3,714.28 and a maximum of SEK 371,426.89 through the issuance of a minimum of 104,167 and a maximum of 10,416,667 new shares. The new shares will be issued at a determined subscription price within the interval SEK 10–1,000 and the subscription price will correspond to the final offering price in the company's potential IPO.
EGM minutes and complete resolutions
The minutes of the extraordinary general meeting will be made available at the company and on the company's website, www.novedo.se.