Oasmia Pharmaceutical AB (publ.), with VAT
no SE556332-667601, held on Monday, November 21, 2016, an
Extraordinary General Meeting where the following main resolutions
were made. For more detailed information about the content of the
resolutions, see the notice for Extraordinary General Meeting which
is available on Oasmia's website www.oasmia.com.
Election of Members and Chairman of the Board The General
Meeting made a resolution that, in accordance with a proposal from
Alceco International S.A. at the General Meeting, that the Board
shall consist of five regular members and no deputies.
Since it was established that Horst Domdey and Hans Sundin have
resigned from the Board, a resolution was made at the General
Meeting that the Board shall consist of five people, and election
of Anders Lönner as Chairman. Julian Aleksov was elected as Vice
Executive Chairman.
Remuneration for the Chairman of the Board A resolution was made
at the General Meeting that the Chairman shall receive remuneration
amounting to SEK 300,000.
Issue of warrants Resolutions were made in accordance with two
proposals, one from the Board of Directors and one from Alceco
International S.A, regarding warrant programmes for certain
managers and Members of the Board in the company. The warrant
programmes means that the company issues warrants to a wholly owned
subsidiary which is liable to reassign them to the participants in
the program.
The resolution, in accordance with the Board of Directors
proposal, states that at most 3,000,000 warrants may be issued to
the subsidiary. Full utilization of the warrants may increase the
share capital with SEK 300,000.
The subsidiary’s subscription of the warrants must be made
within three weeks as of the day of the issue resolution. The
warrants will be issued free of charge.
Members of the company’s management, excluding the Vice
Executive Chairman, will have the right to subscribe to warrants
from the subsidiary. Each person will have the right to subscribe
for 750,000 warrants.
Notice of subscription shall be made from and including to and
including November 22, 2016 to November 24, 2016. The Board has the
right to extend the period for notice of subscription.
Every warrant allows the holder to subscribe to one new share in
the company and new subscriptions may be made during the period as
of November 24, 2018 to January 24, 2019.
The subscription price per share will correspond to 150 percent
of the volume -weighted average price according to Nasdaq
Stockholm’s official price list for the company share during the
period as of October 3, 2016 to October 21, 2016.
Full subscription of shares supported by all warrants in the
program for the management may require that 3,000,000 new share be
issued, which corresponds to a dilution of about 2.5% of the total
number of shares and votes, albeit with reservation for possible
recalculation according to the warrant terms.
The resolution in accordance with the proposal from Alceco
International S.A. entails that at most 6,000,000 warrants may be
issued to the subsidiary. Full utilization of the warrants may
increase the share capital by SEK 600,000.
Subscription of warrants shall be made within three weeks from
the day of the issue resolution. The warrants will be issued to the
subsidiary free of charge.
Certain Members of the Board will have the right to subscribe to
warrants. The elected Chairman has the right to subscribe for
4,000,000 warrants and other Board Members which are independent
with regard to the major shareholders in the company (which refers
to owners controlling more than ten percent of the total number of
shares and votes in the company), have the right to subscribe for
500,000 warrants.
The terms of notice for subscription of warrants, the right and
time for subscription of new shares and share price corresponds to
the terms which apply to the program for managers.
Full subscription of new shares supported by all warrants in the
programme for Members of the Board may entail that 6,000,000 new
shares are issued, corresponding to a dilution of about 4.8 % of
the total number of shares and votes, albeit with reservation for
possible recalculation according to the warrant terms.
The company’s earnings per share is not affected by the issue of
the warrants since the present value of the warrant’s redemption
price exceeds the market value for the share at the time of issue.
The participants will acquire the warrants at market value, meaning
that the warrants will not result in personnel costs for the
company.
The Board has in immediate connection to the Extraordinary
General Meeting made a resolution to extend the time for notice of
subscription to December 5, 2016 for both programs, in order to
enable subscription after the end of the silent period for managers
in the company as a result of the company’s interim report, which
will be published on December 2, 2016.
Other information For the sake of clarity, no other new
information, not previously communicated to the market, was
released at the meeting.
Notes to editors:
About Oasmia Pharmaceutical AB Oasmia
Pharmaceutical AB develops, manufactures, markets and sells new
generations of drugs in the field of human and veterinary oncology.
The company’s product development aims to create and manufacture
novel nanoparticle formulations and drug-delivery systems based on
well-established cytostatics which, in comparison with current
alternatives, show improved properties, reduced side-effects, and
expanded applications. The company’s product development is based
on its proprietary in-house research and company patents. Oasmia is
listed on NASDAQ Capital Markets (OASM.US), Frankfurt Stock
Exchange (OMAX.GR, ISIN SE0000722365) and NASDAQ Stockholm
(OASM.ST).
Julian Aleksov, Vice Executive Chairman
Tel: +46 18 50 54 40
E-mail: julian.aleksov@oasmia.com
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