Press Release
16 October 2018
Notice of Extraordinary General Meeting in Immunicum AB (publ)
The shareholders
of Immunicum AB (publ) (the "Company"), reg. no 556629-1786, hereby
summon to Extraordinary General Meeting on Thursday, 8 November
2018, at 14:30 p.m. at United Spaces, Östra Hamngatan 16, SE-411
Gothenburg, conference room Arenan. Registration for the meeting
will commence at 14:00 p.m.
NOTIFICATION
Shareholders who wish to attend the meeting shall:
-
be recorded in the share register maintained by
Euroclear Sweden AB on the record date of Thursday, 1 November
2018, and
-
not later than on Thursday, 1 November 2018 have
notified their attendance and possible advisors to the Company;
either in writing via letter to Immunicum AB (publ), "General
meeting", Grafiska vägen 2, SE-412 63 Gothenburg or by e-mail to
info@immunicum.com.
The notification shall include full
name, personal/corporate identity number, address, daytime
telephone number and, when applicable, information about deputies,
proxies and advisors. The number of advisors can be at most two. In
order to facilitate registration for the meeting, the notification
should, when applicable, be accompanied by powers of attorney,
registration certificates and other documents of authority.
Personal data obtained from the share
register maintained by Euroclear Sweden AB, the notice and
attendance at the meeting and data regarding deputies, proxies and
advisors will be used for registration, preparation of the voting
list for the meeting and, when applicable, the minutes from the
meeting.
NOMINEE REGISTERED
SHARES
Shareholders who have had their shares registered in the name of a
nominee must, in order to be entitled to participate at the
meeting, request temporary registration in the transcription of the
share register maintained by Euroclear Sweden AB. The shareholder
must notify the nominee hereof well in advance of Thursday, 1
November 2018, at which time such registration shall have been
made.
PROXIES
Shareholders represented by a proxy shall issue a power of attorney
which shall be dated and signed by the shareholder. If issued by a
legal entity, the power of attorney shall be accompanied by a
certified copy of the certificate of registration of the legal
entity or, if such document does not exist, of a corresponding
document of authority. Power of attorney forms for shareholders who
wish to participate by proxy are available on the Company's website
www.immunicum.com. The original version of the power of attorney
shall also be presented at the meeting.
PROPOSED
AGENDA
1.
Opening of the meeting and election of chairman of the
meeting.
2.
Preparation and approval of the voting list.
3.
Presentation and approval of the agenda.
4.
Election of one or two persons to check the minutes.
5.
Determination as to whether the meeting has been duly
convened.
6.
Resolution on approval of directed new issue of shares.
7.
Resolution on approval of new issue of shares (rights
issue).
8.
Closing of the meeting.
RESOLUTIONS PROPOSED
BY THE BOARD OF DIRECTORS
Item 6. Resolution on approval of directed new
issue of shares
The board of directors proposes that the meeting resolves to
approve the board of directors' resolution of 16 October 2018 on a
new issue of shares with deviation from the shareholders'
preferential rights on the following terms:
Share capital increase and number of
shares
The Company's share capital shall be increased with a maximum
amount of SEK 1,046,779.40 by issue of at most 20,915,588 new
shares.
Right to subscribe for new
shares
The right to subscribe for the new shares shall, with deviation
from the shareholders' preferential rights, only fall upon a
limited numbers in accordance with Appendix A. The reason for the
deviation from the shareholders' preferential rights is that it is
considered beneficial for Immuncium's continued development to
strength the shareholder base with a number of strategic and
long-term shareholders and to take advantage of the opportunity to
raise capital on favourable terms for the Company.
Subscription price and issue
amount
The subscription price shall be SEK 8.50 per share. At full
subscription the Company will be provided with an amount of SEK
177,782,498 (before issue expenses).
Subscription and payment
Subscription shall be effected by simultaneous payment of the
subscription amount to an account assigned by the Company, at
latest 18 December 2018. The board of directors is entitled to
extend the subscription and payment period.
Right to dividends
The new shares shall entitle to dividends as from the first time on
the record date for dividends resolved that occurs following when
the shares have been recorded in share register maintained by
Euroclear Sweden AB and when the registration of the new issue of
shares at the Swedish Companies Registration Office has been
made.
Other
Documents according to Chapter 13 Section 6 of the Swedish
Companies Act have been prepared and are kept available at the
Company's office. For the present resolution to be registered it is
required that the proposal is approved by shareholders holding at
least two-thirds (2/3) of both the votes cast and the shares
represented at the meeting. The board of directors, the managing
director, or the person appointed by the board of director, shall
be entitled to take the minor adjustments of the resolution
required in connection with the registration at the Swedish
Companies Registration Office or at Euroclear Sweden AB.
Item 7. Resolution
on approval of new issue of shares (rights issue)
The board of directors proposes that the meeting resolves to
approve the board of directors' resolution of 16 October 2018 on a
new issue of shares with preferential rights for the shareholders
with the following terms:
Share capital increase and number of
shares
The Company's share capital shall be increased with a maximum
amount of 1,019,170.60 SEK by issue of at most 20,383,412 new
shares.
Right to subscribe for new
shares
The shareholders in the Company are entitled to subscribe for new
shares with preferential rights. The record date for obtaining
subscription rights and right to participate in the new issue of
shares with preferential rights shall be on Wednesday, 21 November
2018.
Shareholders in the Company shall
have preferential right to subscribe for shares whereupon one (1)
existing share in the Company entitles to one (1) subscription
right and five (5) subscription rights entitle to subscribe for two
(2) new shares.
New shares may also be subscribed for
without subscription rights.
Subscription price and issue
amount
The subscription price shall be SEK 8.50 per share. At full
subscription the Company will be provided with an amount of
173,259,002 SEK (before issue expenses).
Subscription and payment
Subscription of shares, both with and without the exercise of
subscription rights, shall take place during the period starting on
Monday, 26 November 2018 up to and including Monday, 10 December
2018. Subscription by exercise of subscription rights shall be
effected by simultaneously payment of the subscription amount to an
account assigned by the Company. Subscription of shares without the
exercise of subscription rights shall be effected on a special form
for notice of subscription. Payment for shares subscribed for
without the exercise of subscription rights shall be made to an
account assigned by the Company not later than three (3) banking
days after the notification of allotment. The board of directors is
entitled to extend the subscription and payment period.
Allotment
In the event that not all shares are subscribed for by exercise of
subscription rights the board of directors shall, up to the maximum
amount of the share issue, resolve on allotment of shares
subscribed for without the exercise of subscription rights.
Such allotment shall firstly be
allocated to persons that have subscribed for shares by exercise of
subscription rights, irrespective of whether they were shareholders
on the record date or not, pro rata in relation to the amount of
subscription rights that each one exercised for subscription,
secondly to others that have declared their interest to subscribe
for shares without preferential rights, pro rata in relation to
their declared interest, and thirdly to such persons who guarantee
the share issue, pro rata in relation to the undertakings made. To
the extent allotment in accordance with above cannot be effected,
allotment shall be effected by the drawing of lots.
Right to dividends
The new shares shall entitle to dividends as from the first time on
the record date for dividends resolved that occurs following when
the shares have been recorded in share register maintained by
Euroclear Sweden AB and when the registration of the new issue of
shares at the Swedish Companies Registration Office has been
made.
Other
Documents according to Chapter 13 Section 6 of the Swedish
Companies Act have been drawn up and are kept available at the
Company's office. For the present resolution to be registered it is
required that the proposal is approved by shareholders holding more
than half of the votes cast. The board of directors, the managing
director, or the person appointed by the board of director, shall
be entitled to take the minor adjustments of the resolution
required in connection with the registration at the Swedish
Companies Registration Office or at Euroclear Sweden AB.
SHAREHOLDERS' RIGHT
TO REQUEST INFORMATION
Pursuant to Chapter 7 Section 32 of the Swedish Companies Act, the
board of directors and the managing director shall, if any
shareholder so requests and the board of directors deems that it
can be done without significant harm to the Company, provide
information at the general meeting regarding circumstances which
may affect the assessment of a matter on the agenda.
NUMBER OF SHARES AND
VOTES IN THE COMPANY
The total number of shares and votes in the Company at the date of
this notice is 50,958,531. Only one class of shares exists and the
Company has no holding of own shares. The details relates to
conditions when the notice was executed.
DOCUMENTS
Complete proposals for resolutions, the board of directors'
resolution on new share issue, the board of directors' resolution
on rights issue and statements and reports according to the Swedish
Companies Act, are available at the Company's office and on the
Company's website, www.immunicum.com, not later than three weeks
before the meeting, and will be sent to the shareholders who so
request and provide their e-mail or postal address. All of the
documents will be present at the general meeting.
The notice will be announced in the
Official Swedish Gazette on Thursday, 18 October 2018 and will also
be published on the Company's website, www.immunicum.com. An
announcement that the notice has been made will be published in
Dagens Industri on Thursday, 18 October 2018.
OTHER
In the event of any discrepancies between the two language
versions, the Swedish version shall prevail.
*****
Gothenburg, October 2018
Immunicum AB (publ)
The board of directors
For more information, please contact:
Carlos de Sousa, CEO,
Immunicum
Telephone: +46 (0) 31 41 50 52
E-mail: info@immunicum.com
Michaela Gertz, CFO,
Immunicum
Telephone: +46 70 926 17 75
E-mail: ir@immunicum.com
Media Relations
Gretchen Schweitzer and Joanne
Tudorica
Trophic Communications
Telephone: +49 172 861 8540
E-mail: ir@immunicum.com
This information is
information that Immunicum (publ) is obliged to make public
pursuant to Nasdaq Stockholm's Rule book for Issuers. The
information was submitted for publication, through the agency the
contact person set out above, at 8.15 am CET on 16 October
2018.
About Immunicum AB (publ)
Immunicum is establishing a unique
immuno-oncology approach through the development of allogeneic,
off-the-shelf cell-based therapies. Our goal is to improve survival
outcomes and quality of life by priming the patient's own immune
system to fight cancer. The company's lead product ilixadencel,
consisting of pro-inflammatory allogeneic dendritic cells, has the
potential to become a backbone component of modern cancer
combination treatments in a variety of solid tumor indications.
Founded and based in Sweden, Immunicum is publicly traded on the
Nasdaq Stockholm www.immunicum.com
20181016_Immunicum_Notice to Attend
EGM_ENG_Final
This
announcement is distributed by West Corporation on behalf of West
Corporation clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Immunicum AB via Globenewswire
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