(MENAFNEditorial) FIT Biotech Oy
Company release December 14, 2017 at 12 am.
Resolutions of Extraordinary General Meeting December 14, 2017
The EGM of FIT Biotech ("FIT Biotech", "company") has made the following resolutions today.
Amendment to the Articles of Association The Extraordinary General Meeting resolved to amend section 4 of the Articles of Association "A-shares, B-shares, D-shares ja K-shares" in accordance with the Board's proposal as follows:
A-shares, D-shares ja K-shares
The company's shares (A, D and K) carry a voting right and other rights prescribed n the Companies Act with the below exceptions. Each A, D and K share carries the shareholder one vote at the General Meeting. If the company is voluntarily placed into liquidation, or it has to be placed into liquidation and is hence dissolved, the shareholders of the D shares are first entitled to a share in the distribution per each D share equal to its subscription price multiplied by four.
If there are still assets to be distributed once the shareholders of the D shares have received the shares mentioned above, the shareholders of the A shares are entitled to a share in the distribution of EUR 102.00 per share, plus 10 % per annum from 30th April 2003 till the settlement day.
The remaining assets shall be distributed with equal rights among the shareholders of the A, D and K shares. The distribution principle in relation to the A, D and K shares, presented above, shall be applied correspondingly in case of a merger, a demerger or other arrangement where control over the company is transferred. In these cases, each A, D and K share entitles the shareholder to a relative share of new shares, or other consideration equivalent to a relative share in the distribution of a A, D and K shares that the shareholder would be entitled to in case of voluntary or compulsory liquidation and dissolution mentioned above.
EGM resolved to amend section 5 of the Articles of Association "Conversion" in accordance with the Board's proposal as follows:
Conversion
Every shareholder of D shares is entitled at any time to ask for a conversion of his/her D shares into A shares. When converting shares, one D share is equivalent to one A share. This request shall be addressed to the Board of Directors in writing.
The request shall specify how many D shares are to be converted into A shares and, if shares have been incorporated in the book-entry system, the respective book-entry account. In addition, the request shall specify which shares are to be converted, if only a part of the shares of this shareholder should be converted before incorporation in the book-entry system. After having received the written request, the Board of Directors shall, without delay, take the necessary steps to convert D shares into A shares and register the changes in the number of shares resulting from this conversion in the Trade Register.
Every shareholder of D and/or A shares is entitled at anytime to ask for a conversion of his/her D and/or A shares into K shares. When converting shares, one D and/or A share is equivalent to one K share. This request shall be addressed to the Board of Directors in writing. The request shall specify how many D and/or A shares are to be converted into K shares and, if shares have been incorporated in the book-entry system, the respective book-entry account. In addition, the request shall specify which shares are to be converted, if only a part of the shares of this shareholder should be converted before incorporation in the book-entry system. After having received the written request, the Board of Directors shall, without delay, take the necessary steps to convert D and/or A shares into K shares and register the changes in the number of shares resulting from this conversion in the Trade Register.
The company may ask a note to be added in the book-entry account of the shareholder concerning restrictions in terms of transferability of shares during the conversion procedure.
If necessary, the Board of Directors may agree upon more specific procedures in relation the conversion of shares. After having incorporated the shares in the book-entry system, a conversion request can be addressed to the Board of Directors at any time. However, this is not possible once the Board has made a decision on holding a General Meeting. A conversion request that is made after this decision but before the next General Meeting is considered to have arrived and will be discussed after the General Meeting and a possible record date thereafter.
GM resolved further to delete section 13 of the Articles of Association entirely.
The new Articles of Association is as Appendix of this release.
Amendment to the Financing Arrangement between the Company and Sitra and related Board authorizations
Background
Recorded that the Extraordinary General Meeting held on September 15th, 2016 authorised the Board to grant options and other special rights as referred to in Chapter 10, section 1 of the Companies Act in one or more rounds. This authorization was granted in order to implement the convertible note and warrant funding program dated September 26th, 2016 with the Finnish innovation fund SITRA ("SITRA").
The authorization was registered on September 19th, 2016 and allowed the Board to issue a maximum of 2,000,000 Class K shares under the special rights, which number was based on the projections and estimates made by the parties at that time and subsequently agreed upon in the convertible note and warrant subscription agreement ("Subscription Agreement").
Under the said authorization and within the said limits the Board has on September 26th, 2016 resolved to approve the Subscription Agreement with SITRA and to establish corresponding convertible note and share warrants funding program with Trade Register registration date September 28th, 2016.
Subsequent to the aforesaid authorization the Board has exceeded this maximum authorization covering up to 2,000,000 Class K shares and issued a total of 3,020,441 Class K shares to SITRA under the special rights (convertible notes). This has resulted from the declining market value of the Company's Class K shares, which has in turn meant that a higher than anticipated number of Class K shares have had to be issued under the agreed program.
Noted that there are no changes to the number of share warrants.
In order to correct the said deficiency the Chairman of the Meeting presented that Board's proposal that the EGM (i) approves the above described exceeding of the original authorization to grant special rights to SITRA and confirms the directed issuance of an additional total of 1,020,441 K shares; as well as (ii) authorizes the Board further to grant special rights to SITRA in one or several rounds entitling to a total maximum number of 20,000,000 new or treasury K shares. As the matter relates to critical funding needs of the Company and its relationship with a crucial financing party, the Board deems there are weighty financial grounds for the granting of these special rights and the expansion of the Board's authorization as described herein.
Resolved, in accordance with the Board's proposal, to (i) approve the above described exceeding of the original authorization to grant special rights to SITRA and to confirm the directed issuance of an additional total of 1,020,441 K shares to SITRA; and to (ii) authorize the Board further, without regard to the pre-emptive rights of the shareholders, to grant special rights to SITRA under the convertible notes program of the Subscription Agreement of September 26th, 2016 entitling to a total maximum number of 20,000,000 new or old K shares. The Board is entitled to decide on all other terms and conditions for granting special rights and to amend such terms and conditions.
This authorization replaces the authorizations registered into the Trade Register in 2016 concerning SITRA and is in force until further notice.
Amendment to the Financing Arrangement between the Company and Bracknor and related Board authorizations
Background
Recorded that the Board of FIT Biotech Oy has on August 25th, 2016 executed a Subscription Agreement for convertible notes and share warrants funding program with Bracknor Investment Group in the maximum amount of 12,480,000 EUR. The Company's Extraordinary General Meeting held on September 15th, 2016 has approved this funding program and decided upon authorization for the Board required for the implementation of the funding program. Subsequently, the Board has on September 26th, 2016 decided to establish a convertible note and share warrant program registered into the Trade Register on September 28th, 2016. Under the approved program and related Subscription Agreement the Board has been authorized to issue a maximum of 55,000,000 Class K shares under the convertible notes and 55,000,000 Class K shares under the share warrants.
The Board was also authorized to grant options and other special rights as referred to in Chapter 10, section 1 of the Companies Act in one or more rounds to implement the funding program. The maximum number of new or old Class K shares to be issued under this authorization is 110,000,000 shares then corresponding approximately to 398 % of all the shares and votes in the Company.
Recorded further that the number of K shares to be subscribed for under the funding program will depend inter alia on the total amount of convertible loan withdrawn, the value of the K shares in public trading as well as possible corrections under the terms of the Subscription Agreement. In the General Meeting of September 15th, 2016 it was noted that the Board may propose and seek additional authorizations from future general meetings in order to implement the funding program.
Subsequent to the aforesaid authorizations it has become evident that the maximum number for authorized shares relating to the convertible notes will have to be exceeded. This is a result of the declining market value of the Company's Class K shares, which has in turn resulted in higher than anticipated number of special rights required under the agreed program. Not all of these special rights (convertible loan notes) have been converted into Company's Class K shares.
Based on the agreement with Bracknor the Chairman of the Meeting presented the proposal to further authorize the Board to grant special rights under the Bracknor Subscription Agreement and funding program entitling to a maximum of 550,000,000 new or old Class K shares in relation to the convertible notes and 440,000,000 new or old Class K shares in relation to the share warrants. As the matter relates to critical funding needs of the Company and its relationship with a crucial financing party, the Board deems there are weighty financial grounds for the granting of these special rights and the expansion of the Board's authorization as described herein.
Resolved to approve the amendment to the Subscription Agreement and in accordance therewith authorize the Board, without regard to the pre-emptive rights of the shareholders, to direct and issue special rights prescribed in Chapter 10 section 1 in the Companies Act to Bracknor Investment Group based on convertible notes entitling to maximum of 550,000,000 new or old Class K shares as well as special rights based on share warrants entitling to a maximum of 440,000,000 new or old Class K shares. The Board is authorized to decide upon granting and issuance of these special rights in one or several rounds to implement the Bracknor funding program initially approved on September 15th, 216. The overall authorization to the Board under the Subscription Agreement to grant special rights that entitle to shares would hereby increase to a grand total of 990,000,000 new or old Class K shares from the current maximum number of 110,000,000 shares. This corresponds to approximately 683 % of all shares and votes in the Company currently.
This authorization is valid until further notice and the Board is entitled to decide on all other terms and conditions for granting special rights and to amend such terms and conditions. This authorization replaces the authorizations granted on September 15th, 2016 concerning granting of special rights.
Authorizing the Board to issue new Class K Shares or grant Special Rights
Background
Board's proposed that the General Meeting authorizes the Board to resolve upon issuance of Class K shares to (i) the Company itself free of charge as referred to in Chapter 9, section 20 of the Companies Act; and/or (ii) by way of directed issuance of new Class K shares as referred to in Chapter 9, section 4 of the Companies Act in deviation of the pre-emptive rights of the shareholders; and/or (iii) by way of granting of options or other special rights entitling to Class K shares as referred to in Chapter 10, section 1 of the Companies Act. Under the authorization the Board would be entitled to grant new or old Class K shares in the maximum amount if 550,000,000 shares. This corresponds to approximately 379% of all shares and votes in the Company currently.
Recorded that the authorization is needed so that the board may undertake measures required to enhance the general operational conditions of the Company and to ensure the sufficiency of the Company's working capital e.g. by issuing new shares free of charge or against payment, by implementing a share based incentive scheme for its personnel and management, by implementing a new convertible note program and/or share warrant funding program or by fulfilling its obligations under existing convertible note and/or share warrant funding programs. For any directed share issue free of charge, a weighty financial reason for the Company as well as in regard to the interests of the shareholders for such authorization as prescribed in Chapter 9, section 4 of the Companies Act must be present.
Resolved to authorize the Board to issue a maximum of 550,000,000 new Class K shares or distribute treasure shares in its possession in one or several rounds either free of charge to the Company itself or by way of a directed share issue disregarding the preemptive rights of the shareholders or under special rights as prescribed in Chapter 10 section 1 of the Companies Act. The Board is authorized to resolve upon any other detail of the share issue or distribution and/or options or other special rights. The Board would be authorized to amend also the terms and conditions of any and all special rights so issued.
The authorization is valid until further notice. This authorization will replace the authorization granted in the EGM of September 15, 2016 in which the Board was authorized to issue a maximum of 110,000,000 new Class K shares.
Minutes of EGM
The minutes of the EGM are published by 22.12.2017 on FIT Biotech's website www.fitbiotech.com.
FIT BIOTECH OY
Board of directors
For further information:
Chairman of the Board of Directors Rabbe Slätis
Tel: +358 40 840 6749
E-mail:
Certified Advisor: Aalto Capital Partners Oy, tel. +358 40 587 7000
About FIT Biotech
FIT Biotech Oy is a biotechnology company established in 1995. The company develops and licenses its patented GTU® (Gene Transport Unit) vector technology for new-generation medical treatments. GTU® is a gene transport technology that meets an important medical challenge in the usability of gene therapy and DNA vaccines.
FIT Biotech applies GTU® technology in its drug development programmes. Application areas include cancer (gene therapy) and infectious diseases such as HIV and tuberculosis, as well as animal vaccines.
FIT Biotech shares are listed on the First North Finland marketplace maintained by Nasdaq Helsinki Oy.
DISTRIBUTION:
NASDAQ OMX Helsinki
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