- ISIN DK0010223692
Dantherm
Invitation annual general meeting in Dantherm A/S
DGAP-News: Dantherm
2015-03-31 / 11:04
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Skive, Denmark, 2015-03-31 11:04 CEST (GLOBE NEWSWIRE) --
To the shareholders of
Dantherm A/S
CVR no. 30 21 43 15
Invitation to the annual general meeting in Dantherm A/S which is held on
Wednesday, 29 April 2015 at 3 pm
at Marienlystvej 65, 7800 Skive, Denmark
The agenda for the general meeting is as follows:
1. The Board of Directors' report on the company's activities during the
year.
2. Presentation of the annual report for 2014 for adoption.
3. Resolution concerning the appropriation of profits or the cover of
losses in accordance with the adopted annual report.
The Board of Directors proposes that no dividend be paid.
4. Election of members to the company's Board of Directors.
The Board of Directors proposes the re-election of:
-- Jørgen Møller-Rasmussen
-- Nils Rosenkrands Olsen
-- Henrik Sørensen
-- Preben Tolstrup
Please see Dantherm A/S's annual report for 2014 for information about the
individual board members.
5. Election of auditors:
The Board of Directors proposes the re-election of Ernst & Young
Godkendt Revisionspartnerselskab (CVR-no. 30 70 02 28), as the company's
auditors.
6. Any proposals from the Board of Directors or from shareholders.
The Board of Directors submits the following proposals:
a. The Board of Directors proposes that, during the period up until 10 April
2018, the Board of Directors be authorised to raise, in one or more rounds, one
or more loans with a maximum combined principal amount of DKK 30m against the
issuance of bonds entitling the lender to convert its claim to shares in the
company ('convertible bonds'). The Board of Directors proposes that the Board
of Directors be authorised at the same time to effect the appurtenant capital
increases in the maximum nominal amount of DKK 30,000,000.
The proposal concerning the issuance of convertible bonds stems from the
company's desire for more flexibility in relation to the strengthening of its
capital base.
The authorisation to issue convertible bonds is to be subject to the following
conditions:
That the Board of Directors' authorisation concerns the issuance of
convertible bonds which are negotiable instruments and freely negotiable;
That the loan is for a combined maximum amount of DKK 30m;
That the minimum subscription per investor is DKK 750,000;
That the authorisation is valid until 10 April 2018;
That the Board of Directors is authorised at the same time to effect the
appurtenant capital increases in the maximum nominal amount of DKK 30,000,000,
the conversion price corresponding to the market price as specifically
determined by the Board of Directors at the time of issuance of the convertible
bonds. In determining the market price, the Board of Directors may elect to
take account of the liquidity of the share and the share price development over
such period of time as the Board of Directors may consider relevant, but the
Board of Directors may also take account of other factors;
That in the issuance of convertible bonds, a derogation is made from the
shareholders' pre-emption rights;
That the issuance of convertible bonds is to qualified investors or a
clearly defined circle of investors as determined by the Board of Directors;
that the new shares come with a right to dividend as from the date of
registration of the issuance of the new shares with the Danish Business
Authority;
That no special limitations apply to the pre-emption rights attaching to
the new shares in connection with future capital increases;
That no limitations apply to the negotiability of the new shares, nor any
obligation to have the new shares redeemed;
That the new shares are negotiable instruments and freely negotiable;
That the company's shares are registered in the names of the holders in
the company's Register of Owners;
That the convertible bonds are issued for a cash consideration; and
That the new shares enjoy the same rights as the existing shares in the
company at the time of conversion.
The specific terms and conditions applying to the convertible bonds are
determined by the Board of Directors based on the 'Terms and conditions of
convertible bonds'. The terms and conditions are annexed as appendix 2.2 to the
Articles of Association if the proposal to authorise the Board of Directors to
issue convertible bonds is adopted by the general meeting. The Board of
Directors is authorised to make such changes and amendments to the terms and
conditions set out in appendix 2.2 as may be deemed expedient by the Board of
Directors.
Based on the proposal it is proposed that the following article be inserted as
Article 2.2 in the company's Articles of Association:
'During the period up until 10 April 2018, the Board of Directors is authorised
to raise, in one or more rounds, one or more loans with a maximum combined
principal amount of DKK 30m against the issuance of bonds entitling the lender
to convert its claim to shares in the company ('convertible bonds'). A minimum
subscription per investor of DKK 750,000 applies. The convertible bonds are
issued for a cash consideration. The Board of Directors is authorised at the
same time to effect the appurtenant capital increases in the maximum nominal
amount of DKK 30,000,000, the conversion price corresponding to the market
price as specifically determined by the Board of Directors at the time of
issuance of the convertible bonds. In determining the market price, the Board
of Directors may elect to take account of the liquidity of the share and the
share price development over such period of time as the Board of Directors may
consider relevant, but the Board of Directors may also take account of other
factors; The specific terms and conditions of the loan are set out in Appendix
2.2 to the Articles of Association. The Board of Directors is authorised to
make such changes and amendments to the terms and conditions set out in
appendix 2.2 as may be deemed expedient by the Board of Directors. The raising
of the loans and the issuance of convertible bonds are to qualified investors
or a clearly defined circle of investors as determined by the Board of
Directors. The convertible bonds are thus issued without any pre-emption rights
for existing shareholders. The new shares come with a right to dividend as from
the date of registration of the issuance of the new shares with the Danish
Business Authority. No special limitations apply to the pre-emption rights
attaching to the new shares in connection with future capital increases. New
shares issued on the basis of the convertible bonds are negotiable instruments
and freely negotiable and are registered in the names of the holders in the
company's Register of Owners. No limitations apply to the negotiability of the
new shares, nor any obligation to have the new shares redeemed; The new shares
generally enjoy the same rights as the existing shares in the company at the
time of conversion.'
b. Proposal for a capital reduction with transfer to special reserve, including
a proposal for changing the denomination of the company's shares and
consequently amending the company's Articles of Association.
The Board of Directors proposes that the share capital be reduced from a
nominal amount of DKK 71,905,740 to a nominal amount of DKK 35,952,870, with
the nominal amount of DKK 35,952,870 being transferred to a special reserve,
see Section 188(1), Items 1 and 3, of the Danish Companies Act (Selskabsloven).
The number of shares in the company, a total of 7,190,574 shares, remains
unchanged, while each share with a nominal value of DKK 10 is reduced to a
nominal value of DKK 5.
The capital reduction can be implemented after the expiry of the four-week
deadline pursuant to Section 192 of the Danish Companies Act.
In connection with the capital reduction, it is proposed that the annual
general meeting authorise the Board of Directors to implement and register the
capital reduction after the expiry of the four-week deadline as well as to
register the amendment to the company's Articles of Association in accordance
with the resolution for a capital reduction.
As a consequence of the proposed capital reductions and the change of the
denomination of the company's shares, the following amendment to Article 2.1 of
the Articles of Association is required:
'The company's share capital is DKK 35,952,870.00, say thirty-five million nine
hundred and fifty-two thousand eight hundred and seventy Danish kroner 00/100,
divided into shares of DKK 5 each and multiples thereof.'
Article 7.3 of the Articles of Association must have the following wording:
'At general meetings, each shareholding of DKK 5 carries one vote.'
7. Any other business.
Shareholder information
The company's share capital amounts to DKK 71,905,740 divided into shares of
DKK 10 each and multiples thereof. Each shareholding of DKK 10 carries one
vote. The company has chosen Danske Bank as its account-holding bank. The
company's shareholders can exercise their financial rights through this bank.
Information about the general meeting
Three weeks before the general meeting at the latest, further information about
the general meeting, including the invitation, the total number of shares and
voting rights on the date of the invitation, the complete proposals at the
general meeting, the audited annual report for 2014 and forms to be used if
voting by proxy or by post will be available on the company's website
www.dantherm.com.
This invitation has also been published via the Danish Business Authority's IT
system and sent to all registered shareholders and any shareholder who has so
requested.
Attending the general meeting
Attending and voting at the general meeting is subject to the following
conditions:
The right of a shareholder to attend and vote at a general meeting is
determined by the number of shares held by the shareholder on the date of
registration.
The date of registration is one week before the general meeting, i.e. on 22
April 2015. Shareholders holding shares in the company on the date of
registration are entitled to attend and vote at the general meeting. The
shareholder's shareholding is determined on the date of registration based on
the number of shares registered to him in the register of owners and any
information about ownership received by the company for entry into the register
of owners. In order to attend the shareholder must also have obtained an
admission card in advance as described below.
Admission card
The general meeting may be attended by any shareholder who has obtained an
admission card at the company's offices no later than three days before the
general meeting (VP custody account number) by presenting proper
identification. The card can also be obtained by request either by email:
investor@dantherm.com or by letter to Dantherm A/S, Investor Relations,
Marienlystvej 65, 7800 Skive, Denmark. Admission cards are issued to
shareholders holding shares in the company on the date of registration.
Proxy and postal votes
Shareholders registered by name in the register of shareholders may issue a
proxy to the Board of Directors or other persons by completing the proxy/postal
voting form received.
Shareholders not registered by name in the register of shareholders may issue a
proxy to the Board of Directors or other persons by providing proper
documentation and completing the proxy/postal voting form received. The form
can be obtained at the company's offices. The form must be signed, dated and
received by the company by 24 April 2015 in order to be valid.
Instead of voting in person at the general meeting, shareholders may choose to
vote by post, i.e. submit a written vote before the general meeting is held.
The proxy/postal voting form is enclosed with this invitation. Shareholders who
choose to vote by post must send their written vote to the company at the
address Dantherm A/S, Investor Relations, Marienlystvej 65, 7800 Skive,
Denmark, or by email at: investor@dantherm.com, making sure that the vote
reaches the company by 28 April 2015.
Adoption requirements
Under item 6a and 6b on the agenda, adoption of the proposal requires that
two-thirds of the votes cast and two-thirds of the voting share capital
represented at the general meeting are in favour of the proposal.
The remaining approvals, adoptions and elections take place by a simple
majority of votes.
Skive, Denmark, 31 March 2015
Dantherm A/S
The Board of Directors
News Source: NASDAQ OMX
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2015-03-31 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
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Language: English
Company: Dantherm
Denmark
ISIN: DK0010223692
End of News DGAP News-Service
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