The shareholders of LeoVegas AB (publ), reg. no.
556830-4033, (the "Company"), are hereby
convened to an extra general meeting to be held on Wednesday 23
August 2017, at 12.30 p.m. at Baker & McKenzie's premises on
Vasagatan 7 in Stockholm. The doors to the meeting will open at
12.00 a.m.
Right to attend the Extra General
Meeting and notice:
Shareholders wishing to
attend the Extra General Meeting must:
-
on the record date, which is Thursday 17 August
2017, be registered in the share register maintained by Euroclear
Sweden AB. Shareholders, whose shares are registered in the name of
a nominee, must temporarily register the shares in their own name
at Euroclear Sweden AB. Shareholders whose shares are registered in
the name of a nominee must, no later than on Thursday 17 August
2017, via their nominee, temporarily register the shares in their
own name in order to be entitled to participate at the general
meeting; and
-
notify the participation at the general meeting
no later than Thursday 17 August 2017. Notice of participation at
the general meeting shall be sent by regular mail to Extra General
Meeting, LeoVegas AB (publ), Baker & McKenzie Advokatbyrå KB,
Attn: Ian Gulam, Box 180, 101 23 Stockholm, by telephone +46
8 566 177 64 or by e-mail to ian.gulam@bakermckenzie.com. Upon
notification, the shareholder should state their full name,
personal identification number or corporate registration number,
address and telephone number, and, where applicable, details of
representatives, proxy holders and advisors. A shareholder who
wishes to be represented by proxy shall issue a written and dated
proxy to the proxy holder. If the proxy is issued by a legal
entity, a certified copy of the registration certificate or
corresponding document ("Registration
Certificate") shall be enclosed. The proxy in original and the
Registration Certificate, if any, must be available at the general
meeting and a copy should well before the meeting be sent to the
Company by regular mail to Extra General Meeting, LeoVegas AB
(publ), c/o Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam,
Box 180, 101 23 Stockholm, and should, in order to facilitate the
entrance to the general meeting, be at the Company's disposal no
later than on 11 May 2017. A form proxy will be available for
downloading on the Companys website
www.leovegasgroup.com.
Proposed agenda
-
Opening of the meeting and election of the
chairman of the general meeting
-
Preparation and approval of voting list
-
Election of one or two person to certify the
minutes
-
Determination of whether the general meeting has
been duly convened
-
Approval of the agenda
-
Resolution regarding incentive program 2017 for
senior executives and employees through issuance of warrants to the
subsidiary Gears of Leo AB with subsequent transfer to the
participants
-
Resolution regarding issue of warrants to the
Subsidiary
-
Resolution regarding approval of transfer of
warrants to the Subsidiary
-
Closing of the meeting
Proposals for
resolutions:
Item 1: Opening of the meeting and election
of the chairman of the general meeting
The nomination committee proposes that Carl Svernlöv, attorney at
law, Baker & McKenzie Advokatbyrå, is appointed as chairman of
the general meeting.
Item 6: Resolution regarding incentive
program 2017 for senior executives and employees through issuance
of warrants to the subsidiary Gears of Leo AB with subsequent
transfer to the participants
Upon recommendation of the remuneration committee, the board of
directors of the Company proposes that the extra general meeting
resolves to implement an incentive program through issuance of
warrants to Gears of Leo AB, reg. no. 556939-6459, (the "Subsidiary"), with subsequent transfer to senior
executives, employees and other key persons within the Company and
the group ("Incentive program II 2017/2020")
in accordance with the below.
Background and
purpose
The annual general meeting held on 17 May 2017 resolved to issue
not more than 1,000,000 warrants to implement an incentive program
for the group's employees. All warrants were subscribed for by the
Subsidiary and registered with the Companies Registration Office on
31 May 2017. The proposal below aims to replace the former
incentive program. The reason for the board of directors' new
program is that the share price of the Company's shares have had a
strong development (the price has risen from SEK 38 on 12 April
2017, when the notice to the annual general meeting was issued, to
SEK 59.25 on 31 May 2017, which was the last day for the
participants to notify their participation in the program), which
effected the program's mechanics in a negative way and as a
consequence the aim with the program was completely set out if
play, why the board now proposes a new incentive program. On 23
July 2017, the board of directors has also resolved to cancel all
outstanding warrants from the previous program from the annual
general meeting 2017.
The purpose of the proposal, as of the previous
program, is to establish conditions to maintain and increase the
motivation of senior executives, other employees and other key
persons within the Company and group. The board of directors finds
that it is in all shareholders' interest that senior executives,
other employees and other key persons, have a long term interest in
developing high value of the Company's share. A long term ownership
engagement is expected to stimulate an increased interest for the
business and result in a whole as well as to increase the
motivation for the participants and to create a common interest for
the Company's shareholders and the participant.
Resolutions in accordance with items 6A-6B below
shall be made as one resolution and are therefore conditional on
each other. A resolution in accordance with this item 15 is valid
where supported by shareholders representing at least nine tenths
of both the votes cast and the shares represented at the general
meeting.
A description of other incentive programs, the
preparation of the proposal, costs for the program and effect on
important key figures etc. is presented under 6C. Note that this is
not an item that requires a resolution by the shareholders.
Item 6A: Resolution regarding issue of
warrants to the Subsidiary
The board of directors of the Company proposes that the extra
general meeting resolves to issue a maximum of 1,000,000 warrants,
which may result in a maximum increase in the Company's share
capital of EUR 12,000.000022. The warrants shall entitle to
subscription of new shares in the Company.
The following terms shall apply to the
issuance:
The warrants shall be subscribed for by the
Subsidiary, with the right and obligation to, at one or several
occasions, transfer the warrants to senior executives, other
employees and key persons, who are or will become employed by the
Company or within the group, at a price that is not less than the
fair market value of the warrant according to the Black &
Scholes valuation model and otherwise on the same terms as in the
issuance.
The warrants shall be subscribed for by the
Subsidiary no later than on 31 August 2017 on a separate
subscription list, with a right for the board to extend the
subscription period.
The warrants shall be subscribed for by the
Subsidiary at a price corresponding to the warrant's market value
at the time for subscription in accordance with the Black &
Scholes valuation model.
Each warrant entitles to subscription of one (1)
new share in the Company during the period from 1 June 2020 up to
an including 15 June 2020 or the earlier date set forth in the
terms for the warrants.
The subscription price shall be determined to an
amount equal to 170 percent of the average of the mean, calculated
for each trading day during the period from 9 August 2017 up to and
including 22 August 2017, of the highest and lowest price paid for
a share according to the official price list at Nasdaq First North
Premier. In the absence of a quotation of paid price for any of the
days in question, the last quoted bid price shall be used in the
calculation (SEK 103.25 based on a preliminary calculation). Days
for which neither a paid price nor a bid price is quoted shall be
excluded from the calculation. The calculated subscription price
shall be rounded to the nearest SEK 0.01, where SEK 0.005 shall be
rounded upwards to SEK 0.01. The subscription price may not amount
to less than the quota value of the company's shares.
A new share subscribed for by exercise of a
warrant has a right to dividends as of the first record day for
dividends following registration of the new share issue with the
Companies Registration Office and after the share has been
registered in the share register maintained by Euroclear Sweden
AB.
The purpose of the issuance and the deviation from
the shareholders preferential rights is to implement the Incentive
program II 2017/2020. The purpose is to establish conditions to
maintain and increase the motivation of senior executives, other
employees and other key persons within the Company and group. The
board of directors finds that it is in all shareholders interest
that senior executives, other employees and other key persons, have
a long term interest in developing high value of the Company's
share. A long term ownership engagement is expected to stimulate an
increased interest for the business and result in a whole as well
as to increase the motivation for the participants and to create a
common interest for the Company's shareholders and the
participant.
The complete terms and conditions for the warrants
are available at the Company and will be published on the Company's
website no later than three weeks before the general meeting,
including conditions regarding re-calculation, in certain cases, of
the subscription price and the number of shares a warrant entitles
to.
The board of directors or a person appointed by
the board of directors shall be authorised to make such minor
adjustments in the above resolution that may be required in
connection with the registration with the Swedish Companies
Registration Office.
Item 6B: Resolution regarding approval of
transfer of warrants to the Subsidiary
The board of directors proposes that the extra general meeting
resolves to approve that the Subsidiary may transfer a maximum of
1,000,000 warrants in the Company of series II 2017/2020, to senior
executives, other employees and other key persons within the
Company and group, or in any other matter dispose of the warrants
to fulfill the obligations under Incentive program II
2017/2020.
Senior executives, employees and key persons
within the Company and group will within Incentive program II
2017/2020, be offered to acquire warrants in accordance with three
categories as set out below:
-
The management of the group and other senior
executives and other senior key persons (maximum 22 persons) are
offered to acquire a maximum of 10,000 warrants per person and in
total a maximum of 220,000 warrants; and
-
Other employees and key persons (maximum 450
persons) are offered to acquire a between a maximum of 500 warrants
and a maximum of 7,500 warrants per person and in total a maximum
of 780,000 warrants.
The board of directors of the Company, who is not
also employed within the group, will not participate in Incentive
program II 2017/2020.
Notification to acquire warrants shall be made
during the period from 31 August 2017 up to and including 11
September 2017. The warrants shall be transferred to the
participants between 12 September 2017 and 15 September 2017. The
board of directors shall, however, be entitled to extend the time
for notification of participation and time for transfer and offer a
corresponding notice and transfer period for new participants who
acquire warrants after the initial notification period is ended,
provided that a transfer under the above distribution does not
exceed the maximum issued warrants.
There will be no guaranteed allocation. In case of
over notification by the above categories the allotment shall be
made follows. First, allocation shall be made pro rata in relation
to the number of warrants notified. Secondarily, allocation shall
be made through the drawing of lots executed by the Company.
Transfer of the warrants shall be made at a price
equal to the warrant's market value the day before the day of
transfer, which shall be calculated according to the Black &
Scholes valuation model or other generally accepted valuation
model. Valuation of the options shall be performed by an
independent appraiser or audit firm. In connection with the
transfer of the warrants to the participants, the Company or the
Subsidiary shall through an agreement reserve the right to
repurchase the warrants, if the participant's employment or
assignment in the group ceases or if the participant, in turn,
wishes to transfer the warrants.
The Subsidiary shall be entitled to retain
warrants that later may be offered to current and future senior
executives, employees and other key persons within the group in
accordance with the proposed acquisition and allotment
principles.
The warrants shall be transferred to senior
executives, employees and other key persons no later than before
the annual general meeting 2018, where any not transferred warrants
shall be cancelled.
A general meeting in the Subsidiary shall also
approve the subsequent transfers of warrants as set out above.
6C: Preparations of the board of
directors proposal for Incentive program II 2017/2020
Incentive program II 2017/2020 has been prepared by the board of
directors and members of the group management and external advisors
and in accordance with guidelines for remuneration to senior
executives adopted by the annual general meeting 2017 as well in
accordance with guidelines from the remuneration committee and in
consultation with major shareholders.
Valuation
Transfer of the warrants shall be made at a price equal to the
warrant's fair market value the day before the transfer day, which
means no social fees should arise for the group in connection with
the transfer of warrants. The warrants' fair market value,
according to a preliminary valuation based on the market value of
the underlying share of SEK 60.75, SEK 3.01 per warrant, assuming
an exercise price of SEK 103.25 per share. The Black & Scholes
valuation model has been used for the valuation, assuming a risk
free interest rate of -0.45 percent and a volatility of 31 percent,
taking into account that no dividends and other distributions to
shareholders are expected during the period of the program.
Costs and effects on key
figures
As the warrants are subscribed for and transferred at fair market
value, it is the Companys assessment that there will be no social
fees for the Company as a result of the subscriptions and
transfers. The costs will therefore consist only of minimal costs
for the implementation and administration of Incentive program II
2017/2020.
Upon full exercise of the warrants and at a
subscription price of SEK 103.25, the Company will receive proceeds
amounting to SEK 103,250,000.
Dilution
The total number of registered shares and votes at the time of this
proposal amount to 99,695,470. The maximum dilution of Incentive
program II 2017/2020 is estimated to be a maximum of approximately
0.99 per cent of the total number of shares and votes in the
Company (calculated on the number of existing shares the Company
without consideration to outstanding warrants), assuming full
subscription and exercise of all warrants offered and that the
warrants under the previous "Incentive Program I 2017/2020" are
cancelled. The dilution of Incentive program II 2017/2020 taking
into account the full subscription and exercise of all warrants
outstanding in the Company is estimated to approximately 2.92 per
cent of the total number of shares and votes in the Company,
provided that full subscription and exercise of all issued warrants
occurs and that the warrants under the previous "Incentive Program
I 2017/2020" are cancelled.
Other outstanding share based
incentive programs
For a description of the Company's other share based incentive
programs refer to the Company's annual accounts for 2016, and the
Company's website. Other than there described programs no other
share based incentive programs exists within the Company.
Number of shares and
votes
The total number of shares in the Company as of the date hereof
amounts to 99,695,470 shares, whit a corresponding number of votes.
The Company holds no own shares.
Further information
Complete proposals and other documents that shall be available in
accordance with the Swedish Companies Act are available at the
Company at Sveavägen 59 in Stockholm and at the Company's website
www.leovegasgroup.com, at least three (3) weeks in advance of the
extra general meeting and will be sent to shareholders, free of
charge, who request it and provide their e-mail or postal
address.
The shareholders hereby notified regarding the
right to, at the extra general meeting, request information from
the board of directors and managing director according to Ch. 7 §
32 of the Swedish Companies Act.
****
Stockholm in July 2017
LeoVegas AB (publ)
The board of directors
For
further information, please contact:
Gustaf Hagman, Group CEO and co-founder: +46 70-880 55 22,
gustaf.hagman@leovegas.com
Viktor Fritzén, Group CFO: +46 73-612 26 67,
viktor.fritzen@leovegas.com
Philip Doftvik, Head of Investor Relations: +46 73 512 07 20,
philip.doftvik@leovegas.com
About the LeoVegas mobile gaming
group
LeoVegas' vision is to create the ultimate mobile gaming experience
and be number one in mobile casino. The business is distinguished
by award-winning innovation and strong growth. LeoVegas' technical
development is conducted in Sweden, while operations are based in
Malta. The Swedish parent company LeoVegas AB (publ) invests in
companies that offer gaming via mobile devices and desktop
computers along with companies that develop related technologies.
LeoVegas has attracted major international acclaim and has won
numerous awards, including "Nordic Operator of the year", "Mobile
Marketing Campaign of the year", and "Innovation in Mobile and
Tablet of the Year" at the international EGR Awards. LeoVegas bases
its development on "Mobile First" and is at the forefront of using
state-of-the-art technology in the mobile gaming market. With a
foundation in a great gaming experience, long-term customer
relationships and establishment of a strong brand, the company has
attracted a steadily growing customer base through innovative,
effective and data-driven marketing. Since its start, the mobile
gaming company LeoVegas has shown strong quarter-on-quarter growth.
LeoVegas' shares are listed on Nasdaq First North Premier. Avanza
Bank AB is the company's Certified Adviser. For more about
LeoVegas, visit www.leovegasgroup.com or www.leovegas.com.
Notice of Extra General Meeting in
LeoVegas AB (publ)
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: LeoVegas AB via Globenewswire
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