STOCKHOLM (20 March, 2018) The shareholders in Starbreeze AB (publ) (the “Company”) held an extraordinary general meeting on Tuesday, March 20, 2018 in Stockholm. A summary of the resolutions approved at the extraordinary meeting are presented below. Full details of the decisions may be found in the board of directors’ proposals to resolutions, see the company website www.starbreeze.com.
Approval of the board of directors’ resolution on a new issue of shares with pre-emption rights for existing shareholders
The extraordinary general meeting resolved to approve the board of directors’ resolution on a new issue of shares with pre-emption rights for existing shareholders on the following principal terms:
- The board of directors, or a person appointed by the board amongst its members, shall be authorized to determine, no later than on the fifth weekday prior to the record date, the amount by which the company’s share capital is to be increased, the number of shares which are to be issued in the rights issue and the subscription price per share.
- The right to subscribe for new shares shall belong to those persons who on the record date for the new issue of shares are recorded as shareholders of the company, pro rata to their previous shareholding of each class of shares.
- Firstly, shares will be allotted to subscribers for new shares with subscription rights (primary preferential right). Secondly, to the shareholders who was a shareholder on the record date (subsidiary preferential right), and in the case of oversubscription, pro rata to the total number of shares held by them and, and to the extent that this is not possible, by drawing of lots. Upon sale of the subscription right (of the primary preferential right), the subsidiary preferential right is also passed on to the new holder. Thirdly, subscribers for new shares without subscription rights, and in the case of oversubscription, pro rata to the new number of shares subscribed for in the application, and to the extent that this is not possible, by drawing of lots.
- The record date for determining which shareholders that are entitled to receive subscription rights shall be 22 March 2018.
- Subscription of shares with subscription rights shall be made by cash payment or on a separate subscription list during the period from 26 March 2018 until 6 April 2018. The board of directors shall have the right to extend the subscription period.
- Application for subscription of shares without subscription rights shall be made during the period mentioned in item 5 above. Subscription shall in such cases be made on a separate subscription list. Payment for shares subscribed for without subscription rights shall be made in cash no later than three (3) banking days after information regarding allotment of shares was sent. The board of directors shall have the right to extend such subscription and payment period.
- To ensure that shares arising through subscription by virtue of warrants issued by the company or conversion from convertible instruments issued by the company, shall give right to participate in the new share issue, the subscription and/or conversion must be executed not later than 22 March 2018.
- The new shares entitle to dividends for the first time on the first record date for distribution of dividend that takes place after the issue of new shares has been registered with the Swedish Companies Registration Office and the shares have been recorded in the share register kept by Euroclear Sweden AB.
- The new A-shares are subject to a conversion condition in accordance with the company’s articles of association.
- The managing director, or any other person appointed by the board of directors, shall have the right to take those smaller measures that may be required in order to register the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Since the publication of the notice to convene the general meeting it has been discovered that item 3 above by oversight has not been correctly presented, in a way that it did not include the subsidiary preferential right in accordance with the articles of association in the notice. This is a manifest error that was corrected at the general meeting and is now included in the resolution above.
Authorization to the board of directors to resolve upon a new issue
The extraordinary general meeting resolved to authorise the board of directors to, on one or more occasions during the period up to the next annual general meeting of shareholders, with or without deviation from the shareholders’ pre-emption rights, resolve upon a new issue of shares, both A-shares and B-shares, or warrants or convertible instruments entitling to subscription of A- and/or B-shares, corresponding to (at the contemplated exercise of such convertible instruments or warrants as applicable) not more than ten percent of the at each time outstanding number of shares, against payment in cash, by way of set-off or contribution in kind. The issue price may not be set below a marketable price. The other terms and conditions shall be determined by the board of directors and shall be on market conditions.
For more information, please contact:
Ann Charlotte Svensson, Head of Investor Relations and Corporate Communications
Tel: +46(0)8-202 509, email: [email protected]
This information is such that Starbreeze AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 12.10 CET on 20 March 2018.
Starbreeze is a global game company whose vision is to be a leading provider in the entertainment industry by creating world-class experiences. Starbreeze was founded in 1998 and has since evolved into a well-established developer and publisher of PC and console games and VR products aimed at the global market. With studios in Stockholm, Paris, Los Angeles, Barcelona, Brussels and India, Starbreeze develops high-quality entertainment products based on proprietary and third-party rights, both in-house and in partnership with external game developers. Operations are organized in three business areas: Starbreeze Games, Publishing and VR Tech & Operations. Starbreeze shares are listed on Nasdaq Stockholm under the tickers STAR A and STAR B with the ISIN-codes SE0007158928 (A share) and SE0005992831 (B share). For more information, please visit starbreeze.com