EFORE PLC Stock Exchange Release 3 February 2020 at 10.00 a.m
NOTICE OF EFORE PLC’S EXTRAORDINARY GENERAL MEETING
Notice is given to the shareholders of Efore Plc of the Extraordinary General Meeting to be held on Tuesday, 25 February 2020 at 10.00 a.m. at the address Hotel Kämp, Symposium, Pohjoisesplanadi 29, 00100 Helsinki. The reception of persons who have registered for the meeting will commence at 9.00 a.m.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
At the Extraordinary General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Amendment of the Articles of Association
Paragraph 1 of the Articles of Association of the company is proposed to be amended to read as follows:
1 § Company name and domicile
The name of the company is Enedo Oyj and its parallel company name is Enedo Plc. The company’s domicile is Vantaa.
7. Reduction of the share capital
The Board of Directors proposes that the company’s registered share capital is reduced from EUR 15,000,000 with EUR 14,900,000 to EUR 100,000 and that the reduced amount of EUR 14,900,000 is transferred to the invested unrestricted equity fund.
It is appropriate to change the structure of the equity in order to decrease the proportion of the share capital of the total equity. The reduction of the share capital improves the potential for distribution in coming fiscal years. The reduction of the share capital requires a public notice in accordance with the Companies Act. The Board of Directors makes all decisions regarding the practical measures related to the reduction of the share capital. The arrangement does not require any measures from the shareholders.
8. Reverse share split and the directed share issue and redemption related to it
The Board of Directors proposes that the quantity of shares in the company is decreased without reducing the share capital. The arrangement is proposed to be carried out by transferring treasury shares and redeeming shares in the company in such a way that each current 50 shares in the company corresponds to one share after the completion of the arrangement.
The purpose of the reverse share split is to facilitate trade in the company’s shares by increasing the value of a single share. The Board of Directors considers that the reverse share split is in the interest of the company and all its shareholders, and that there is a particularly weighty financial reason for the company to implement the reverse share split and the share issue and redemption related to it. The reverse share split does not affect the company’s equity.
The Board of Directors proposes that the company redeems from each shareholder without compensation a number of shares obtained by multiplying the number of shares held by each shareholder with a factor of 49/50 on the Transaction Day as defined below, i.e., for every existing 50 shares, 49 shares shall be redeemed (the “Redemption Ratio”).
The number of shares owned by a shareholder on the Transaction Day is evaluated per book-entry account before carrying out the redemption. To avoid fractions of shares, the Board of Directors proposes that the company transfers treasury shares in a directed share issue without compensation so that the number of shares in the book-entry account of each shareholder is made divisible by 50 on the Transaction Day. The maximum amount of treasury shares transferred by the company is 49 multiplied by the number of book-entry accounts on the Transaction Day in which the company's shares are held. The maximum amount of transferred shares is proposed to be 217,217 shares. The maximum amount is based on the evaluation of the Board of Directors on the date of this notice of the number of shareholders. The Board of Directors is authorized to decide upon all other matters related to the transfer of shares without compensation.
The reverse share split date (“Transaction Day”), on the basis of which the number of shares to be transferred to and redeemed from a shareholder is determined, is 27 February 2020. The reverse share split is carried out in the book-entry system after the stock market trading has ended on the Transaction Day. The annulment of the shares and the company’s new total number of shares will be entered in the trade register approximately on 28 February 2020, at the latest. Trading with the company’s new total number of shares will begin at Nasdaq Helsinki with a new ISIN-number approximately on 28 February 2020.
Before the reverse share split, the company shall, if necessary, annul its shares to the extent that the total quantity of shares issued by the company is divisible by 50 before the reverse share split. Based on the total number of shares issued by the date of this notice to the Extraordinary General Meeting, the company has decided to annul 38 of its shares. This annulment and the decrease of the total number of shares resulting from it will be filed for registration without delay.
When carrying out the reverse share split, the shares redeemed without compensation will be annulled immediately after the redemption, by a resolution of the Board of Directors.
Based on the situation on the date of the notice of Extraordinary General Meeting, the total number of shares to be redeemed without compensation is a maximum of 409,980,437 shares.
If the arrangement is carried out, it does not require any actions from the shareholders. If necessary, the trading with the company’s shares in Nasdaq Helsinki is temporarily suspended to make the necessary technical arrangements in the trading facility after the Transaction Day.
The Board of Directors also proposes that the Extraordinary General Meeting resolve to amend the authorization given by the Annual General Meeting on 11 April 2019 to issue shares as well as option rights and other special rights so that the authorization would comprise a total of a maximum of 1,686,500 shares, which corresponds to approximately 20 per cent of the shares in the company after the registration of the share split.
9. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The above-mentioned proposals for resolution, this notice and the other documentation required by the Companies Act are available on the company’s website at www.efore.com. The proposals for resolutions and the other above-mentioned documentation are also available at the Extraordinary General Meeting and copies of the documents and this notice will be sent to shareholders upon request. The minutes of the meeting will be available at the website referred to above no later than 10 March 2020.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. The right to participate and registration
Each shareholder, who is registered on the record date of the Extraordinary General Meeting, 13 February 2020, in the shareholders’ register of the company maintained by Euroclear Finland Oy, has the right to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who wants to participate in the Extraordinary General Meeting, shall register for the meeting no later than by 4 p.m. on 20 February 2020. The notice of participation has to be received by the registration deadline.
Such notice can be given:
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Efore Plc is used only in connection with the Extraordinary General Meeting and the necessary processing of related registrations.
A shareholder, his/her representative or proxy representative shall, if needed, be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of those shares based on which he/she, on 13 February 2020, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by 10:00 a.m. on 20 February 2020. As regards nominee registered shares this constitutes due registration for the meeting.
A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank in good time in advance of the Extraordinary General Meeting. The account management organization of the custodian bank will need to register a holder of nominee registered shares, who wants to participate in the General Meeting, to be temporarily entered into the shareholders’ register of the company at the latest by 10 a.m. on 20 February 2020.
3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Extraordinary General Meeting. When a shareholder participates in the meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting.
Possible proxy documents should be delivered in original to Efore Plc/ Anu Virokannas, Martinkyläntie 43, 01720 Vantaa before the end of the registration time.
4. Other information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice, 3 February 2020, the total number of shares and votes in Efore Plc is 421,636,788.
EFORE PLC
THE BOARD OF DIRECTORS
For further information please contact CEO Mr. Vesa Leino, tel. +358 40 759 8956.
DISTRIBUTION
Nasdaq Helsinki Oy
Principal media
Efore Group is an international company that designs and manufactures power electronics products. The Group’s head office is based in Finland and its sales, marketing and R&D functions are located in Finland, in Italy and in the United States. In the financial year ending 31 December 2018, consolidated net sales totalled EUR 52.4 million and the number of Group personnel averaged 406. The parent company's share is quoted on the Nasdaq Helsinki Ltd. www.efore.com