Press release from the Extraordinary General Meeting on 13th of March 2023 in Freemelt Holding AB (publ)
13 Mar 2023 | Regulatory
The extra general meeting of Freemelt Holding AB (publ) ("Freemelt" or "the Company") was held today on 13 March 2023. Below is a summary of what was resolved unanimously during the meeting.
Resolution on issue of new shares
The extraordinary general meeting resolved unanimously, in accordance with the proposal put forward by the Company’s shareholder Carlbergsjön AB, regarding an issue of new shares, without preferential rights for the Company’s shareholders, at a subscription price of SEK 6 per share.
The resolution at the extraordinary general meeting is part of the directed share issue totalling SEK 66 million that Freemelt completed on February 21st 2023 through an accelerated book-building procedure which in part assumed a decision from the extraordinary general meeting. Additional information around the directed share issue can be found in the Company’s press release dated February 21st 2023.
The subscription price in the directed share issue, resolved at the extraordinary general meeting today March 13th 2023, was determined through the accelerated book-building procedure and therefore considered to accurately reflect current market circumstances and demand.
Through the directed share issue, the Company’s share capital increases by SEK 42 250 from SEK 2 337 750 to SEK 2 380 000. The total number of shares and votes in the Company increases by 845 000 from 46 755 000 to 47 600 000 shares and votes. The directed share issue results in a dilution of approximately 1.78 percent of the capital and votes for existing shareholders based on the total number of shares and votes in the Company after the directed share issue.
As set out in Freemelt’s press release dated February 21st 2023, the reasons for issuing new shares without preferential rights for the Company’s shareholders is to ensure that the Company can provide for its capital needs and at the same time maintain an optimal capital structure. The Board of Directors concluded that a rights issue compared to the directed share issue, (i) would take significantly longer time to execute and thereby entail increased market risk exposure, (ii) would require significant underwriting commitments from an underwriting syndicate given the current market volatility, which would entail additional costs and/or additional dilution depending on the type of consideration paid for such underwriting commitments, (iii) likely would have had to be made at a lower subscription price given the discount levels in rights issues completed on the market in recent time, and (iv) unlike a rights issue, the Directed Share Issue is to some extent expected to broaden the shareholder base and provide the Company with new reputable institutional owners and strategic investors. Considering the above, the Board of Directors has made the assessment that a directed share issue with deviation from the shareholders’ preferential right is the most favourable alternative for Freemelt and in the best interest of the Company’s shareholders and thus considers that the reasons outweigh the main rule that new issues must be carried out with preferential rights for the shareholders.
Details about resolutions at the extraordinary general meeting as set out above is available at the Company’s website, www.staging.freemelt.com.
This English version is a translation of the Swedish original. The Swedish text is the binding version and shall prevail in the event of any discrepancies.
Latest update: 2023-03-13