Notice of special general meeting of the shareholders of Karo Bio
Notice of special general meeting of the shareholders of Karo Bio
A special general meeting of the shareholders of Karo Bio Aktiebolag
(publ) will be held on Monday August 30, 2004 at 4.00 pm in
Strindbergsalen at Berns, Berzelii Park, Stockholm, Sweden.
I. RIGHT TO PARTICIPATE, NOTIFICATION
Shareholders who wish to participate in the general meeting must be
recorded in the share register kept by the Swedish Securities Register
Centre (VPC AB) by Friday August 20 2004 and, further, must notify the
company of their intention to participate in the meeting by no later
than 4.00 pm on Thursday August 26, 2004.
Notification should be made in writing to Karo Bio AB, att: Eva Kruse,
Novum,
SE-141 57 Huddinge, Sweden, by fax + 46 8 774 52 80 or by e-mail to
sgm@karobio.com. Notification can also be made on the company’s web site
www.karobio.com/sgm. When notifying, the shareholders should state name,
personal/corporate identity number (where applicable), address,
telephone number and e-mail address. In the case of representatives
participating in the meeting, proof of due authorization should be
forwarded to the company in conjunction with the notification. One or
two advisors may accompany a shareholder to the meeting, provided that
the shareholder gives notice as to the number of such advisors.
Shareholders whose shares are registered under the name of a nominee
must temporarily register their shares in their own names to be entitled
to participate in the meeting. Such registration must be in effect at
Swedish Securities Register Centre (VPC AB) no later than Friday August
20, 2004, which means that shareholders must notify their nominee well
in advance of that date.
II. PROPOSED AGENDA
1. Opening of the meeting and election of chairman at the meeting
2. Preparation and approval of the voting list
3. Approval of the agenda
4. Election of persons to confirm the minutes
5. The determination as to whether the meeting has been duly convened
6. Resolution to approve the board’s decision to issue new shares with
preferential rights for the shareholders
7. Resolution on the board’s proposal to authorize the board to decide
on a new issue of shares with deviation from the preferential rights
of the shareholders
8. Closing of the meeting.
III. PROPOSED RESOLUTIONS
Item 6: Resolution to approve the board’s decision to issue new shares
with preferential rights for the shareholders
On August 12, 2004 the board resolved – subject to the approval of the
general meeting – that the share capital of the company shall increase
by not more than SEK 56,300,215 by way of a new share issue of not more
than 11,260,043 shares, each with a nominal value of SEK 5. The
shareholders shall have preferential rights to subscribe for the new
shares. For each new share, payment of SEK 8.50 shall be made. Each
existing share entitles to two subscription rights. Each three
subscription rights entitles to subscription of one new share.
Subscription of shares with preferential rights shall be made by way of
cash payment during the period as from and including September 13, 2004
up to and including October 1, 2004, with a right for the board to
extend the subscription period. Record date for the new share issue, on
which shareholders shall be recorded in order to be entitled to
participate in the new share issue with preferential rights, shall be
September 8, 2004.
If full subscription is made on the basis of the company’s warrants
2000/2010, 2001/2008 and 2003/2011:A-D, the resolution shall be deemed
to mean that the company’s share capital shall be increased by an
additional amount of not more than SEK 2,038,060 by way of a new share
issue of not more than 407,612 additional new shares.
Item 7: The board’s proposal to authorize the board to decide on a new
issue of shares
The board proposes that the general meeting resolves to authorize the
board, during the period until the next annual general meeting of the
shareholders, on one or several occasions and with deviation from the
preferential rights of the shareholders, to decide on a new issue of
shares of up to 2,815,010 shares, whereby the share capital would be
increased by a maximum of SEK 14,075,050 corresponding to an increase
of the share capital and voting rights of approximately 10 percent after
the new issue under item 6 against payment in cash. The authorization
shall be used only provided that the new share issue resolved under item
6 has been executed and over-subscribed. The subscription price per
share shall be SEK 8.50. Entitled to subscribe for new shares shall be
those who were recorded as shareholders on the record date and who have
not been allotted all shares subscribed for in the new issue resolved
under item 6. This means that in case the board resolves on a new issue
pursuant to this authorization, investors who have applied for new
shares in accordance with guarantee undertakings or statements of intent
to subscribe and who have not received shares to the extent applied for
in the new issue pursuant to section 3, will be allotted shares. The
proposal also involves giving special regard to shareholders seeking to
increase their holding up to one trading lot.
The reasons for deviating from the preferential rights of the
shareholders are the following. In order to secure commitments from
investors for the rights issue, the board has determined that it is
imperative, in the current financial situation, to offer an opportunity
in case of over-subscription to subscribe for shares without
preferential rights. The company is currently actively seeking to out-
license compounds as well as to proceed with own further development of
compounds. In order for the company to be a solid and long-term partner,
and in order to strengthen the company’s position in its negotiations
with potential partners, it is important that the company’s financial
position is as strong as possible. This is achieved by allowing
shareholders to subscribe for shares in addition to their preferential
rights. It is the board’s opinion that an issue of new shares as
described above will benefit the company and thus be in the interests of
its shareholders.
IV. DOCUMENTS
The board’s resolution under item 6 above in its entirety and the
board’s proposal for resolution under item 7 above in its entirety as
well as documents in accordance with chapter 4 section 4 of the Swedish
Companies Act will be available at the company’s offices in Huddinge and
on the company’s web site www.karobio.com/sgm from August 23, 2004.
Copies of all documents will be sent to shareholders that so request and
state their address or e-mail address. Copies of all documents will be
available at the general meeting.
V. OTHER ISSUES
A decision by the general meeting under item 7 above will be valid only
if it is supported by shareholders holding two-thirds of the shares
voted as well as two-thirds of all shares present or represented at the
meeting.
The board proposes that the general meeting in connection with item 7
above resolves to authorize the managing director, the board or a person
appointed by the board to make such minor changes to the resolutions of
the general meeting that may be necessary in order for registration to
take place at the Swedish Companies Register Office.
Huddinge in August 2004
Karo Bio Aktiebolag (publ)
The Board of Directors
For further information, please contact
Björn O. Nilsson, President & Chief Executive Officer,
phone +46 8 608 60 20
Bertil Jungmar, Chief Financial Officer, phone +46 8 608 60 52
Facts about Karo Bio
Karo Bio has operations in Huddinge, Sweden and 95 employees.
Karo Bio has been listed on the Stockholm stock exchange (Reuters:
KARO.ST) since 1998 and maintains a leading position in the field of
drug discovery focused on nuclear receptors. Nuclear receptors are
validated drug targets for a number of clinical indications and the
Company uses proprietary technologies for the development of novel and
improved therapies for major markets.
Karo Bio has drug discovery programs in several therapeutic areas
including women’s health care, cancer, cardiovascular disease,
atherosclerosis and diabetes.
Karo Bio collaborates with major pharmaceutical companies for the
development of products and marketing. In these collaborations Karo Bio
receives upfront payments, R&D funding and milestone payments, as well
as royalties on net sales when products reach the market.
Karo Bio has strategic pharmaceutical drug discovery collaborations with
Merck & Co., Inc. and Wyeth Pharmaceuticals.
This press release is also available online at www.karobio.com and at
www.waymaker.net.
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