LINKÖPING, Sweden, Sept. 6, 2018 /PRNewswire/ --
The Annual General Meeting (AGM) of shareholders in the medical imaging IT and cybersecurity company Sectra AB (STO: SECT B) was held on September 6, 2018. Jan-Olof Brüer was elected as the new Chairman of the Board and Birgitta Hagenfeldt was elected as a new Board member. Among other items on the agenda, the AGM resolved to transfer SEK 4.50 per share to the shareholders through a redemption procedure. The resolution entails that approximately SEK 171.5 million will be distributed to the shareholders.
The redemption procedure is automatic, meaning that no action is required from the shareholders. It will be possible to trade in Series B redemption shares (ISIN SECT IL B: SE0011452218) on Nasdaq Stockholm.
The timetable for the 2018 redemption procedure is as follows:
- October 2: Last day of trading in Sectra shares before the split (ISIN SECT B: SE0008613970), including the right to redemption shares.
- October 3: First day of trading in Sectra shares after the split (ISIN SECT B: SE0011452234), excluding the right to redemption shares.
- October 4: Record date for the share split. Every share will be divided into two shares, of which one will be a redemption share and one an ordinary share.
- October 5–16: Trading in redemption shares.
- October 18: Record date for redemption of the redemption shares.
- October 23: Preliminary date for payment of redemption settlement via Euroclear Sweden AB.
For more information and a brochure about the redemption procedure, refer to Sectra's website: www.sectra.com/redemption.
Other AGM resolutions
The AGM also adopted the following resolutions:
- The AGM adopted the income statement and balance sheet and discharged the Board of Directors and President from liability for the fiscal year. In accordance with a motion from the Board of Directors, it was resolved that profit was to be carried forward.
- Jan-Olof Brüer, Torbjörn Kronander, Anders Persson, Christer Nilsson, Tomas Puusepp and Ulrika Hagdahl were re-elected as Board members, while Birgitta Hagenfeldt was elected as a new Board member. Jan-Olof Brüer was elected as the new Chairman of the Board.
- Payment of fees amounting to SEK 225,000 to external members of the Board and SEK 450,000 to the Chairman of the Board (same as previous year). For Audit Committee work, fees amounting to SEK 40,000 are to be paid to external members of the Board and SEK 80,000 to the Chairman of the Audit Committee (same as previous year). For Remuneration Committee work, no separate fees are to be paid.
- Grant Thornton Sweden AB was re-elected as the company's auditor and audit fees are to be paid pursuant to approved accounts.
- It was resolved to appoint a Nomination Committee comprising four members, of whom one member is to be the Chairman of the Committee and three members are to represent the company's largest shareholders in relation to the number of votes. The Nomination Committee is to be constituted based on known shareholdings in the company by October 31, 2018.
- It was resolved to adopt the unchanged principles for remuneration of and other terms of employment for company management.
- The Board of Directors was authorized to make decisions regarding the new issue of not more than 3,700,000 Series B shares for payment in the form of cash and the offsetting of debt or cash-in-kind payment. For the offsetting of debt and cash-in-kind payment, the Board was authorized to disapply the preferential rights of shareholders.
- The Board of Directors was authorized to make decisions regarding the acquisition or sale of Sectra shares. With respect to the disposal of treasury shares, shareholders are to have a preferential right to acquire the shares in accordance with the provisions in the Articles of Association regarding the preferential right to subscribe for new shares, provided that the Board of Directors is entitled to deviate from the preferential right if the shares are paid for by way of set-off or non-cash consideration or if the purpose of the disposal is to secure the costs that arise as a result of the company's incentive program. The authorization is limited in that the company's holding of treasury shares may not, at any time, exceed 10% of all the shares in the company.
- To issue convertibles to employees for a total nominal amount of not more than SEK 35,000,000. The convertibles carry no interest and entitle the holder to conversion to Class B shares. The conversion price is to correspond to 145.3 percent of the average volume-weighted quoted prices paid for the company's share on Nasdaq Stockholm for each trading day during the period August 30–September 12, 2018, although not lower than SEK 100. Conversion to Class B shares is to take place during the period January 10–14, 2022. The convertible loan falls due for payment on January 31, 2022.
- To issue convertibles to external Board members for a total nominal amount of not more than SEK 3,500,000. The convertibles carry no interest and entitle the holder to conversion to Class B shares. The conversion price is to correspond to 150.0 percent of the average volume-weighted quoted prices paid for the company's share on Nasdaq Stockholm for each trading day during the period August 30–September 12, 2018, although not lower than SEK 100. Conversion to Class B shares is to take place during the period January 9–13, 2023. The convertible loan falls due for payment on January 31, 2023.
The resolutions were made in accordance with the motions submitted to the AGM, which are available on Sectra's website: www.sectra.com/agm.
This information constitutes information that Sectra AB (publ) is obliged to make public. The information was submitted to the media for publication, through the agency of the contact person set out below, at 6:30 p.m. CET on September 6, 2018.
For further information, please contact:
Dr. Torbjörn Kronander, CEO and President Sectra AB, +46-(0)-705-23-52-27
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The following files are available for download:
Report from Sectraâ€™s 2018 Annual General Meeting and timetable for redemption program to transfer SEK 4.50 per share to shareholders