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EXTRAORDINARY GENERAL MEETING HELD
Attached are the minutes from the Extraordinary General Meeting in NorDiag held today, Friday 18 December 2009. 8,216,611 (68,1 %) of the company's outstanding shares were represented in the General Meeting.
The main item on the agenda was the Board's proposal to increase the share capital through a private placement of 42,000,000 new shares at a subscription price of NOK 1.00 per share, as well as a subsequent repair offering of up to 8,000,000 new shares at a subscription price of NOK 1.00 per share.
Further on the agenda was the Board's proposal for adjustment of the terms of the Class B Warrants and the Class C Warrants. Furthermore, the General Meeting dealt with the Board's proposal for changes to the option programme for management, employees and key personnel, the proposal for new board authorisation to increase the share capital, as well as the proposal for amendments to the Articles of Association in accordance with the changes to the Public Limited Company Act that entered into force on 3 August 2009. In option programme and scope of the authorisation to increase the share capital were more limited than pursuant to the Board's proposalin the notice of the General Meeting.
The General Meeting approved the Board's proposal toincrease the share capital through the private placement and the subsequent repair offering.
The new shares in the private placement will not be tradable on Oslo Børs until the offering and listing prospectus has been approvedby Oslo Børs and made public, the new shares have been fully paid and the share capital increase has been registered with the Norwegian Register of Business Enterprises and the VPS. The registration of the share capital increase in the Norwegian Register of Business Enterprises and the VPS is expected to occur on or about 22 December 2009.
The company's shareholders as at 25 November 2009 who were not invited to participate in the private placement will in the repair offering receive 2,38323 subscription rights for each share held as at 25 November 2009 and will receive the prospectus and the subscription form as soon as the prospectus has been approved by Oslo Børs. he shareholders who were invited to participate in the private placement are not eligible and will not be allocated subscription rights. The subscription rights are tradable and will be listed on Oslo Børs. The subscription period is expected to commence on 22 December 2009 and to end at 17:30 (Norwegian local time) on 12 January 2010.
Furthermore, the General Meeting approved the Board's proposal for adjustments to the terms of the Class B Warrants and the Class C Warrants. Each Class B Warrant shall now give the right to require issued 3.38323 new shares in the company, each with a nominal value of NOK 1, at a subscription price of NOK 2.18 per share, provided that fractional shares will not be issued. The first exercise period with amended terms is 15-31 March 2010. Each Class C Warrant will give the right to require issued 3.38323 new shares in the company, each with a nominal value of NOK 1, at a subscription price of NOK 2.18 per share, provided that fractional shares will not be issued. The first exercise period with amended terms is 15-30 June 2010. Other terms for the Class B Warrants and the Class C Warrants are unaltered.
The General Meeting also resolved the Board's other proposals concerning changes to the option programme for management, employees and key personnel, new board authorisation to increase the share capital, as well as the proposal for changes to the Articles of Association.
Contact:
CEO Mårten Wigstøl - Phone: +47 911 65775
CFO Tone Kvåle - Phone: +47 915 19576
Read the notice in Norwegian here.