Press release from the Extra General Meeting August 13, 2018

2018-08-13

The Extra General Meeting (EGM) of Vicore Pharma Holding AB (publ) was held today August 13, 2018. The EGM passed resolutions regarding, among other thing, the following.

Dividends of shares in I-Tech AB (publ)

It was resolved that a dividend in kind of one share in I-Tech AB (publ) (“I-Tech”) is to be distributed for eight shares in Vicore Pharma Holding AB (publ). That is equivalent to a total of 1,983,563 shares in I-Tech. Based on the shares’ booked value in the Company’s quarterly report on 31 March 2018, the proposed dividend corresponds to approximately SEK 0.77 per share and in total approximately SEK 12,189,492. The shareholders whose possession per the record day is not equally divisible with eight shall be entitled to a fraction of an I-Tech share as follows. Each surplus fraction shall entitle to an eighth of a share in I-Tech. All such fractions of shares in I-Tech shall be consolidated to whole shares which thereafter are to be sold by the Company on the market. The payment, without subtraction for brokerage, is to be paid to the relevant shareholders. 

Considering that the Company’s present lock-up obligation regarding the shares in I-Tech shall remain in force when the shares are distributed to the Company’s shareholders, it was decided to authorize the Board of Directors to (i) through an issuing house supervise that technical measures are taken at Euroclear to prevent that those who receive shares in I-Tech are able to transfer such shares before 28 May 2019, and (ii) that Euroclear is authorized to disclose the necessary details of the Company’s shareholders’ reconciliation account in order for the issuing house to take the above-mentioned technical measures. 

17 August 2018 was decided as the record day for the distribution in kind. The shares in I-Tech are expected to be available on safe custody accounts 24 August 2018. 

Issue in kind regarding the acquisition of INIM Pharma AB

It was resolved That the Company’s share capital shall increase by approximately SEK 4,425,750.96 upon issuance of 8,851,502 new shares. The subscription price for each share shall be SEK 8 per share by an issue in kind of all shares in INIM Pharma AB, reg.no. 559156-8471 (”INIM Pharma”). The premium for the issued shares shall be placed in the share premium reserve. By deviating from the shareholders’ pre-emptive rights INIM Pharma shall have the sole right to subscribe for the shares (pro rata in accordance with their proportional possession in INIM Pharma). Subscription for shares shall be made from 18 August 2018 up to and including 24 August 2018. 

Payment for shares subscribed for shall be made no later than 24 August, 2018, by issue in kind, consisting of all shares in INIM Pharma, provided to the Company. 

The Board of Directors reserves the right to extend the time for when subscription and payment shall take place. 

The new shares shall be entitled to a part of the Company’s profits from the first record day after the shares have been registered at the Swedish Companies Registration Office. 

The subscription price has been determined through negotiations and represents a fair market value. 

Adoption of new articles of association

It was resolved to amend the number of directors in the articles of association to no less than three directors and no more than nine directors.

Pre-emptive rights issue

It was resolved to realise a rights issue  upon confirmation and registration of approximately SEK 4,120,000.96 by issue of a maximum of 8,240,002 new shares. The subscription price for each share shall be SEK 10.

The Company’s shareholders shall have pre-emptive rights to subscribe for new shares in proportion to the number of old shares held, whereby each shareholder shall have pre-emptive rights to subscribe for one (1) new share for each third old share held (primary pre-emptive rights). Each held share per the record day entitles to one (1) new subscription right. Three (3) subscription rights thus entitles to subscription of one (1) new share. 

Only shareholders recorded in the share register on 17 September 2018, shall be deemed entitled to subscribe for the new shares by pre-emptive right (record day). 

Subscription for shares shall be made from 19 September 2018 up to and including 3 October, 2018. 

Shareholders shall be entitled to transfer their primary pre-emptive rights to other shareholders as well as third parties. Trading with subscription rights will be made via Nasdaq First North Stockholm during a limited time, from 19 September 2018 up to and including 1 October 2018. Subscription rights not exercised for subscription in the issue must be sold before 1 October 2018, or be exercised for subscription of shares no later than 3 October 2018, in order not to be invalid or lose their value. By assignment of the subscription right, the right to subscribe for shares in the rights issue is transferred to the new holder of the subscription right. 

Shares not subscribed for through subscription rights shall primarily be offered to those who have subscribed for shares through subscription rights and applied to subscribe for additional shares without subscription rights in relation to that number of subscription rights each holder has exercised as subscription for shares and secondarily to others who have registered for subscription without subscription rights. 

The Board of Directors shall be reserved the right to extend the time for when subscription and payment shall take place. The Board of Directors shall also be reserved the right to extend the time for trading with subscription rights according to (vii) above. 

The new shares shall be entitled to a part of the Company’s profits from the first record day after the shares have been registered at the Swedish Companies Registration Office. 

In total, around 61.4 percent of the rights issue is covered through subscription intentions and undertakings. 

Long-term incentive program for the Company´s senior management and key persons

It was resolved to implement an incentive program for certain of the Company’s senior management and key persons.  A total of a maximum of 2,000,000 warrants will be issued. The Company’s share capital will be increased by a maximum of approximately SEK 999,999.99.

For more information regarding the terms for the incentive program for senior management and key persons, view our website; www.vicorepharma.com  

Principles for the Nomination Committee

It was resolved to adopt a Nomination Committee consisting of four persons. Each of the Company’s three largest shareholders determined by votes as per 30 September 2018, shall each be entitled to appoint a member of the Nomination Committee. Affiliated to shareholder (Sw. närstående), as this concept is defined in chapter 21, clause 1 of the Swedish Companies Act, shall be included in the assessment when determining the three largest shareholders. None of the three persons appointed as members of the Nomination Committee in this respect may be directors on the Company's Board of Directors. In addition, the chairman of the Board of Directors shall be a member of the Nomination Committee who will also convene meetings of the Nomination Committee.

Board of Directors

It was resolved to elect Hans Schikan and Jacob Gunterberg as directors of the Board of Directors until the close of the next Annual General Meeting. The honorarium was decided to SEK 85 000 until next AGM 2019.

Long-term incentive program for certain members of the Board of Directors 

It was resolved to allocate 475,000 share awards by issuing of 475,000 warrants. The share capital may be increased by a maximum of approximately SEK 250,000. The share awards shall be awarded in accordance to the following board members:

Leif Darner                            125,000
Hans Schikan                       125,000
Maarten Kraan                    125,000
Peter Ström                          50,000
Sara Malcus                         50,000 

The sharehare capital may be increased by a maximum of approximately SEK 250,000 

For more information regarding the terms for the incentive program for certain board members, view our website; www.vicorepharma.com  

For further information, please contact:

Leif Darner, Chairman of the Board
Tel: +46 70 579 04 62 or e-mail: leif.darner@vicorepharma.com

Per Jansson, CEO
Tel: +46 70 917 47 46 or e-mail: per.jansson@vicorepharma.com

This information is information that Vicore Pharma Holding 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 19:00 CET on August 13, 2018

About Vicore Pharma Holding
Vicore Pharma AB develops drugs that act through the AT2 receptor. The company’s drug candidate C21 aims to improve the treatment of idiopathic pulmonary fibrosis, a rare disease for which C21 has been granted orphan drug designation both in the EU and the US. In addition, C21 is explored pre-clinically in a number of rare diseases where the AT2 receptor plays an important role. I-Tech AB has developed and commercialized a substance, Selektope® for use as an antifouling ingredient in antifouling paints. The companies are based in Astra Zeneca's Bioventurehub in Mölndal. The company's share (VICO) is listed for trading on Nasdaq First North in Stockholm with Erik Penser Bank as Certified Adviser. For more information, see www.vicorepharma.com 

  • Pressrelease from EGM