STOCKHOLM--(BUSINESS WIRE)--Regulatory News:
Notice is hereby given of an Extraordinary General Meeting (EGM) with the shareholders of Nickel Mountain Group AB (publ), 556227-8043, on Friday, October 10, 2014 beginning at 11:00 CET in the office of the Company at the address Kungsgatan 44, 7thfloor in Stockholm.
Right to participate at the Extraordinary General Meeting
Shareholders who wish to participate in the EGM must,
- firstly be recorded in the share register maintained by Euroclear Sweden AB on Friday, October 3, 2014 (see also under the headline Nominee-registered shares below), and
- secondly notify the Company at the address Kungsgatan 44, 7th floor, 111 35 Stockholm about their intention to attend the EGM no later than 16:00 CET on Wednesday, October 8, 2014 by phone +46 8 402 28 00, by fax +46 8 402 28 01 or by mail to email@example.com. When notifying the company, please state your name, personal identity/registration number, address, shareholding and details about any assistants (not more than two).
Shareholders whose shares are nominee-registered must also request a temporary entry in the register of shareholders kept by Euroclear Sweden AB in order to be entitled to participate at the EGM. Shareholders must notify the nominee about this well in advance of Friday, October 3, 2014, which is the day when such entry must have been executed in order to be considered in the excerpt of the share register, made by Euroclear Sweden AB.
Shareholders registered in the Norwegian Verdipapirsentralen (VPS) must request temporary entry as shareholders in the register of shareholders kept by Euroclear Sweden AB in order to be entitled to participate at the EGM. In connection thereto, shareholders must notify DNB Bank ASA about this at the address Verdipapirservice, Postboks 1600 Sentrum, 0021 Oslo or by fax: +47 24 05 02 56, or by email: firstname.lastname@example.org no later than 12:00 noon CET on Tuesday, September 30, 2014, in order for DNB Bank to be able to ensure that entry is made in the register of shareholders kept by Euroclear Sweden AB by Friday the 3rd of October, 2014, which is the day when such entry must have been executed. Following the EGM, DNB Bank will arrange for shareholders to be re-registered in the Norwegian Verdipapirsentralen.
The rights of shareholders during the EGM may be exercised by an authorized representative (proxy). Any proxies must be presented in original. Proxies in original should be sent well in advance to the company at the following address: Nickel Mountain Group AB, Kungsgatan 44, 7 trp, 111 35 Stockholm, Sweden. A proxy form will be available at the company and at the company’s website www.nickelmountain.se. Representatives of legal entities must present registration documents in original or certified copy of the same or equivalent proof of authorization.
1. Opening of the EGM
2. Election of Chairman of the EGM
3. Drafting and approval of voting list
4. Approval of agenda proposed by the Board
5. Appointment of persons to approve the minutes
6. Determination whether the EGM has been duly convened
7. Election of new Board of Directors and Chair of Board of Directors
8. Approval of remuneration to Board Directors
9. The Board’s proposal to adopt new articles of Association
10. The Board’s proposal to conduct a rights issue
11. Resolution on authorization to issue shares and certain other financial instruments
12. Closing of the EGM
The Board of directors’ proposal for decisions
Resolution on new Board of Directors and Chair of Board of Directors (item 7)
On August 29, 2014 Norwegian Strata Marine & Offshore AS (“Strata”) announced that they had acquired an interest in Nickel Mountain Group corresponding to 28.98 percent of the capital and votes. Following this share purchase they are by far the largest owner in the Company. As a consequence of this shareholding, Strata have asked the Board of Directors of NMG to convene an EGM. Item 7 relates to the issue of appointing a new Board of Directors. It is the ambition of Strata to be actively involved in refinancing of the Company and to be able to publish its recommendation for new Board Directors before the EGM.
Resolution on remuneration to Board Directors (item 8)
At the Annual General Meeting (“AGM”) 2014 it was decided that remuneration to the Chairman of the Board would amount to 250,000 SEK while as the remuneration to the ordinary Directors would be 150,000 SEK each (fees paid on annual basis).
Newly elected Directors are proposed to be remunerated in accordance with the levels approved at the 2014 AGM, proportionally to the term of the assignment. This implies that for Directors elected at said AGM the remuneration to be paid out is the one determined at the AGM. Directors resigning shall be remunerated in accordance with the fee level approved by the AGM but adjusted for the reduced term of the assignment.
The Board’s proposal to adopt new articles of association (Item 9)
As a consequence of the proposed rights issue according to item 10 below, the Board proposes that new articles of association are adopted including new limits for the share capital. The limits are proposed to be raised from its current minimum limit of SEK 8,000,000 and maximum limit of SEK 32,000,000 to a minimum limit of SEK 32,000,000 and a maximum limit of SEK 128,000,000. This means that the minimum number of shares after this resolution will be 64,000,000 and the maximum number of shares will be 256,000,000.
This resolution will be conditional upon the EGM approving the Board's proposal for a rights issue under item 10 below.
Decision regarding issue of new shares with pre-emptive rights for the shareholders (Item 10)
The Board proposes that the meeting resolves to issue new shares with pre-emptive rights for the shareholders and thereby increasing the share capital with a maximum of SEK 34,053,510 by issuing a maximum of 68,107,020 new shares on the following main terms:
• Shareholders registered in the register of Euroclear Sweden AB on 21 October 2014 (record date) shall have pre-emptive rights to subscribe for the new shares in relation to the number of shares they own as per the record date.
• For each owned share per the record date, a shareholder will be entitled to subscribe for three (3) new shares in the company.
• The new shares will be issued at a subscription price of NOK 1 (1 Norwegian Krone) per share (which then will be converted to SEK according to the current exchange rate for Swedish kronor).
• Over-subscription and subscription without subscription rights shall be permitted.
• Subscription for new shares with subscription rights shall be made by cash payment or, when the Board deems this cannot be done for practical or administrative reasons, by signing a separate subscription list, during the period 22 October – 5 November 2014. Notification of subscription of shares without subscription rights shall be made on a separate subscription list during the same time. Payment for shares subscribed for without subscription rights shall be made in cash in accordance with instructions on a contract note issued by the emitting bank showing allocation of shares, however at the latest three (3) banking days after sending the contract note. The Board shall have the right to prolong the subscription period and the time for payment.
• Should not all shares be subscribed for with subscription rights, the Board will decide on allocation of shares to be subscribed for without subscription rights. Allocation will then be made firstly to (a) subscribers with subscription rights who have over-subscribed on a pro rata basis based on the number of subscription rights exercised and, if this is not possible, by drawing of lots. Secondly, allocation will be made (b) to subscribers not holding subscription rights on a pro rata basis based on the respective subscription amount, and, if this is not possible, by drawing of lots. In case shares corresponding to the full issue amount cannot be allocated according to (a) and (b) above, the remaining shares will be allocated to those who have entered into the underwriting agreements with the company, distributed in relation to the size of the guarantees as stipulated in the respective underwriting agreements.
• The difference between the quota value per share and the subscription price per share (converted to SEK from NOK) will be transferred to the share premium account.
• The Board may, in its absolute discretion, extend the subscription period and the payment date. The subscription period given above is thus only indicative.
• The rights issue is conditional on the EGM approving the change of the Articles of Association in accordance with the proposal in item 9 above.
Resolution on authorization to issue shares and certain other financial instruments (item 11)
The Board of Directors proposes that the general meeting resolves to authorize the Board of Directors to, on one or more occasions before the next Annual General Meeting, resolve on issues of shares, warrants and/or convertible instruments, mainly in accordance with the following. This authorization shall replace the currently existing authorization for the Board of Directors to carry out issues shares and other financial instruments up to a maximum quantity of the equivalent of 4,540,468 shares. This authorization was approved on the Annual General Meeting on June 4, 2014. Due to the proposed rights issue in item 10, and the preceding change of the limits of the share capital, the existing authorization is relatively limited. The Board of Directors therefore proposes to the Extraordinary General Meeting to approve of the following new authorization for the Board of Directors to decide on new issues of financial instruments:
a) Issues may be carried out with or without considering the shareholders’ preferential rights.
b) The total number of shares which can be issued through resolutions under the authorization shall not exceed 90,809,360 shares through share issues, the exercise of warrants and/or conversion of convertible instruments (this does, however, not prevent warrants and convertible instruments from being combined with terms and conditions for recalculation which, if applied, may result in another number of shares), corresponding to approximately 50 percent of the number of shares and votes in the Company after such share issue given full subscription of the share issue proposed in item 10.
c) Issues carried out without the shareholders’ preferential rights with cash payment or payment by set-off of claims, may only take place at a lowest price in line with the market price of the Company’s share with a deduction for such market-related discount as deemed required by the Board of Directors for successfully carrying out the issue. In case of a rights issue, the Board of Directors decides on the pricing.
d) The authorization shall include a right to resolve on issues with cash payment, payment by set-off of claims or payment with non-cash consideration, and in combination with such conditions referred to in Chapter 2, section 5 second paragraph, points 2–3 and 5 of the Swedish Companies Act.
The reason for the Board of Directors’ proposal as well as the possibility to disregard the shareholders’ preferential rights is that the Company must be prepared to without delay improve its financial position and strengthen the shareholder value.
This proposal demands the consent of 2/3 of the shares and votes present at the Shareholders’ Meeting to be approved.
Required documentation covering §§ 9, 10 and 11 above, as well as other information required according to the Swedish Companies Act will, at the latest two weeks before the EGM, be available in the office of the Company and on the Company’s website, and will be sent free of charge by mail to shareholders who so request and state their address.
The shareholders are reminded of their right to request information in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
The number of shares outstanding in the Company at the time of this EGM-notice is 22,702,340.
Stockholm, September 10, 2014
Nickel Mountain Group AB (publ)
The Board of Directors
The vision of Nickel Mountain Group AB is to be an explorer and miner recognized for our attractive assets and ability to effectively run projects from exploration to commercialization, leaving a lasting footprint within the regions we operate through investments, community engagement and transfer of expertise.
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