The shareholders of Ayima Group AB (publ), corporate identity number 559095-9291, (“Ayima” or “the Company”) are hereby invited to the Extra General Meeting (“EGM”) on Tuesday April 16th2019 at 11.00 a.m. at the Company’s premises at Birger Jarlsgatan 18A, 5 tr, Stockholm. Shareholders that wish to attend the Extra General Meeting are to be entered in the register kept by Euroclear Sweden AB by the 10thof April 2019.
In addition, shareholders wishing to attend the EGM must notify the Company by 10thof April 2019. Participation notice:
- by post: Ayima Group AB (publ), Birger Jarlsgatan 18A, 114 34 Stockholm,
- by phone: +46 (0) 8-408 399 46, or
- by e-mail: [email protected]
In the notification, you need to notify, name, person or organization number, postal address, telephone daytime and shareholding, as well as information about potential agents or assistants. Shareholders may bring no more than two assistants, provided that they are notified as above.
Shareholders represented by proxy shall issue a written and dated proxy for the representative. The power of attorney may not be issued earlier than one year before the date of the EGM, unless stated in the authorization for a longer period of validity, but not more than five years from the date of issue. The original authorization and registration certificate and other authorization documents representing the authorized representative should be available to the Company at the above address by 10th of April 2019.
In order to attend the meeting, all shareholders with shares registered in the nominee must request that they be temporarily entered into the shareholders’ register of Euroclear Sweden AB in their own name. Such registration must be completed by the 10th of April 2019, which means that the shareholder must notify the trustee in advance of this date.
- Opening of the Extra General Meeting and election of chairman of the meeting
- Preparation and approval of voting list
- Choice of one or two adjudicators
- Examination of whether the meeting has been convened properly
- Approval of agenda for the meeting
- Resolution on issue of shares of series B and warrants (“Units”) with pre-emption rights for existing shareholders
- Conclusion of the Extra General Meeting
Item 6: Resolution on issue of shares of series B and warrants (“Units”) with pre-emption rights for existing shareholders
The Board of Directors proposes that the EGM resolves upon an issue of up to 969,943 shares of series B, resulting in an increase of the share capital by no more than SEK 969,943.00. The Board of Director further proposes that the EGM resolves upon an issue of up to 969,943 warrants of series TO1, entitling to subscription of 484,971 shares of series B in the Company, whereby the share capital may increase by no more than SEK 484,971.00 using the issued warrants of series TO1. The share capital may increase by no more than SEK 1,454,914.00 upon full subscription of the shares of series B and full utilization of the issued warrants of series TO1.
The issues shall be treated as one decision and undertaken through the issuance of so-called Units (the “Rights Issue”). One (1) Unit consists of one (1) share of series B and one (1) warrant of series TO1.
The following terms shall apply:
(a) The right to subscribe shall belong to those persons on the record date are registered as shareholders in the Company. Each shareholder receives one (1) unit right for each (1) share of series B held. Six (6) unit rights entitle to subscription of one (1) Unit.
(b) Allocation of unit rights is made as per the registered shareholding of each shareholder at Euroclear Sweden AB per 25th of April 2019 (the “Record date”). The final trading date for Company shares conferring a right to receive unit rights is 23rd of April 2019. The first trading date for Company shares not conferring a right to receive unit rights is 24th of April 2019.
(c) The subscription price per Unit is SEK 14, corresponding to a subscription price of SEK 14 per share. The warrants are issued free of charge.
(d) Subscription on the basis of unit rights shall be made through payment during the period as from 30th of April 2019 up to and including 15th of May 2019. The Board of Directors is entitled to extend the subscription and payment period.
(e) Subscription not based on unit rights shall be made on a special subscription list during the period as from 30th of April 2019 up to and including 15th of May 2019, or, in the case of subscription based on eventual emission-guarantee in accordance with (i) below, no later than three (3) bank days thereafter. Payment for Units subscribed for without unit rights shall be paid in cash in accordance with the instructions on the settlement note, but not later than three (3) banking days after the receipt of the settlement note. The Board of Directors is entitled to extend the subscription and payment period.
(f) Trading in unit rights will take place on Nasdaq First North Premier during the period as of 30th of April 2019 up to and including 13th of May 2019.
(g) Trading in paid up Unit (BTU) will take place on Nasdaq First North Premier during the period as of 30th of April 2019 until such time as the issue has been registered with the Swedish Companies Registration Office, the last trading day will be announced one week in advance.
(h) The new shares confer the right to dividend from the day that the shares have been recorded in the share register held by Euroclear Sweden AB. Share issued through the exercise of warrants of series TO1 confer the right to dividend from the day the shares have been recorded in the share register held by Euroclear Sweden AB.
(i) In the event that not all Units are subscribed for through unit rights, the Board of Directors shall, subject to the Rights Issue’s ceiling, resolve on the allotment of Units subscribed for without unit rights, whereby allotment shall take place as follows:
1. In the first instance allotment shall be made to those who also subscribed for Units on the basis of unit rights, regardless whether the subscriber was a shareholder on the record date or not, in case of over-subscription, in proportion to the number of unit rights used by each for subscription of Units, where this is not possible, by lot.
2. In the second instance allotment shall be made to others who registered for subscription not based on subscription rights, in the event that they cannot obtain full allotment, in proportion to the number of Units that each has subscribed for and, in the event that this is not possible, by lot.
3. In third and last instance shall eventual remaining Units be allotted to guarantors in relation to the amount of the emission-guarantee and, in the event this is not possible, by lot.
The Board of Directors may when resolving upon allotment decide that allotment as described above is made only with a minimum number of Units.
(j) Two (2) warrants of series TO1 entitles the holder to subscribe for one (1) new share of series B in the Company. The subscription price is SEK 18. The subscription of shares in the Company on the basis of warrants of Series TO1 may take place during the period as of 2nd of December 2019 up to and including 13th of December 2019.
(k) Subscription can only be made in Units and thus not by shares or warrants individually. Allotment may only be made in Units. However, after the Rights Issues, the shares and warrants will be separated.
(l) The Board of Directors and the chief executive officer shall have the right to take those smaller measures that may be required in order to register the issue with the Swedish Companies Registration Office and Euroclear Sweden AB.
Stockholm, March 2019
AYIMA GROUP AB (publ)
Schedule for the Extra General Meeting:
The doors open for shareholders at 10.45 a.m.
The Extra General Meeting commences at 11.00 a.m.
Originally founded in 2007, Ayima is a digital marketing agency with around 145 employees across its offices in London, Stockholm, New York, San Francisco and Vancouver. Ayima have created a number of market-leading software tools that are used in by clients and agencies around the world, including ‘Updatable’, ‘Redirect Path’, ‘Page Insights’, ‘Pulse’ and ‘Appotate’.
This information is insider information that Ayima Group 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, on the 29th of March 2019, 08:45 CET.