STOCKHOLM--()--Regulatory News:
Shareholders of Opcon AB (publ)(STO:OPCO)(“the Company” or “Opcon”) are hereby invited to attend an Extra General Meeting at 1 p.m. on Friday 26 February 2010 at Summit, Grev Turegatan 30, Stockholm, Sweden. The premises will open for shareholder registration at 12 noon. To be included in the voting register, shareholders must register prior to 1 p.m.
PARTICIPATION
Shareholders wishing to take part in the meeting must:
– Be registered in the Shareholders’ Register held by Euroclear Sweden AB (formerly VPC AB) by 19 February 2010,
– Notify the company of their intention to attend the Extra General Meeting not later than 12 noon on Monday 22 February 2010. Notification can be made by post to Opcon AB, Box 15085, 104 65 Stockholm, by fax to +46 -716 7661, by telephone to +46 8-466 4500 or via e-mail: ut@rotor.se. In their notification shareholders should state their name, personal-/corporate identity number, daytime telephone number, number of shares held, details of assistants and, where applicable, about a deputy.
Nominee shareholders
Shareholders, who have allowed their shares to be nominee registered by the trust department of a bank or a fund broker, must re-register the shares in their own name in the share register to have the right to participate in the general meeting. This re-registering must be completed at the latest by Friday 19 February 2010. This means that the shareholder must inform the nominee in good time before this date.
Representatives
Shareholder rights may be exercised at the general meeting by a representative. For shareholders who wish to appoint a representative, the company provides a form to transfer power of attorney, which can be downloaded from the company’s website, www.opcon.se. The original copy of the power of attorney shall be sent to the Company at the above address. Representatives of legal entities shall also send a copy of the registration document that shows that the individual has the authorisation to sign on behalf of the company. Power of attorney and registration documents shall not be dated more than one year prior to the general meeting.
Personal details taken from power of attorney forms and the share register will be used for the requisite registration and establishing of the voting list for the general meeting.
Information about number of shares and votes
The total number of shares and votes in the Company as of 19 February 2010 amounts to 24,532,023.
AGENDA FOR THE MEETING / PROPOSED AGENDA
1) Opening of the Meeting.
2) Election of chairman for the Meeting.
3) Drawing up and approval of voting list.
4) Election of one or two persons to verify the minutes together with the chairman.
5) Approval of the Agenda.
6) Determination as to whether the Meeting has been duly convened.
7) Vote on the issuing of new shares through contribution of capital in kind to implement the public offer to shareholders of Tricorona AB (publ) announced on 10 February 2010.
8) Closing of the Meeting.
MOTIONS
Point 7)
The Company’s Board of Directors proposes that the Extra General Meeting of shareholders votes to increase the Company’s share capital by at most SEK 112,878,537 through the issuing of at most 22,575,707 new shares.
On 10 February 2010 the Board announced an offer directed to shareholders in Tricorona AB (publ) (“Tricorona”) to subscribe for new shares in the Company with consideration in the form of shares in Tricorona (“the Offer”) .
The Offer entails Opcon offering one (1) newly issued Opcon share for 6.5 Tricorona shares. Shareholders whose holdings are not evenly divided by 6.5 may accept the Offer for their entire holding, including excess shares. To the extent that this results in shareholders receiving a fraction of a share in Opcon, this fraction will be added to other such fractions and sold on NASDAQ OMX Stockholm, after which the shareholders will receive cash payment for their respective fractions of the total sales proceeds.
The Offer will be adjusted if Tricorona, within the framework of the Offer, pays a dividend or otherwise makes a transfer of funds to shareholders prior to the reporting of liquidity.
The subscription period runs from 23 March 2010 up to and including 13 April 2010. Notification of acceptance of the Offer shall be made on a specific notification form during the same period. The settlement date is expected to be 19 April 2010. The Board shall have the right to extend the subscription period and to change the settlement date.
Allocation of shares is conditional on the conditions of the Offer being fulfilled or rejected.
The newly issued shares entitle the holder to receive a dividend from the first record day that occurs after the registration of the shares at Euroclear Sweden AB.
If the Offer is accepted in full, a maximum of 22,575,707 new shares in the Company will be issued to Tricorona. It is calculated preliminarily that the contribution in kind, upon full acceptance of the Offer, will be reported in the Company’s balance sheet to a value of SEK 1,106,209,662, unless other applicable accounting procedures require another assessment.
DOCUMENTS
The complete proposal of the Board according to point 7) and a copy of the articles of association will be made available by the Company. Copies of documents will be sent to shareholders upon request provided that a postal address is given. The documents will also be available on Opcon’s website, www.opcon.se
Stockholm, February 2010
The Board
Opcon in brief
Opcon is an energy and environmental technology group that develops, produces and markets systems and products for eco-friendly, efficient and resource-effective use of energy. Opcon has activities in Sweden, China, Germany, the UK and Denmark.
The Opcon Group comprises three business areas: Renewable Energy, Engine Efficiency and Mobility Products.
Renewable Energy focuses on generating electricity from waste heat, bioenergy, systems for handling natural gas, industrial cooling, recycling of heat, drying of biomass, treatment of flue gases, handling systems for biofuel, etc., air systems for fuel cells and measurement and monitoring of processes.
Engine Efficiency focuses on ignition systems for combustion engines including ethanol, natural gas and biogas engines.
Mobility Products focuses on technology for positioning, motion and regulation for electrical vehicles and electrical wheelchairs.
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