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BULLETIN FROM CHROMOGENICS’ ANNUAL GENERAL MEETING ON 21 June 2023
THIS PRESS RELEASE MAY NOT BE MADE PUBLIC, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH ACTIONS, WHOLLY OR IN PART, WOULD BE SUBJECT TO LEGAL RESTRICTIONS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO BUY SECURITIES IN CHROMOGENICS AB. SEE ALSO THE SECTION “IMPORTANT INFORMATION” BELOW
Uppsala, 21 June 2023. ChromoGenics AB ("ChromoGenics" or the "Company"), held its annual general meeting today. The annual general meeting in ChromoGenics resolved, among other things, as set out below.
Approval of profit and loss accounts and balance sheets, and discharge from liability of the board members and the managing director
The annual general meeting resolved to approve the profit and loss accounts and balance sheets for the financial year 2022 and the persons who have been board members and managing director were discharged from liability for the financial year 2022.
Allocation of the Company’s results
The annual general meeting resolved, in accordance with the board of directors’ proposal, that the Company’s results should be carried forward.
Election of the board of directors and auditor
The annual general meeting resolved, in accordance with the nomination committee’s proposal, that the number of board members shall be five with no deputy board members and that the Company shall have one auditor with no deputies.
Further, the annual general meeting resolved, in accordance with the nomination committee’s proposal, to re-elect Johan Hedin, Anders Brännström, Andreas Jaeger and Fredrik Andersson and to elect Sirpa Engman as members of the board of directors, all for the period until the end of the next annual general meeting. Johan Hedin was re-elected as chairman of the board of directors for the period until the end of the next annual general meeting.
The annual general meeting resolved, in accordance with the nomination committee’s proposal, to elect PricewaterhouseCoopers AB as the Company’s auditor, for the period until the end of the next annual general meeting, with Niclas Bergenmo as auditor in charge.
The annual general meeting resolved, in accordance with the nomination committee’s proposal, that the remuneration to the board, for the period until the end of the next annual general meeting, shall remain unchanged. It was resolved that the chairman shall receive SEK 200,000 and the other board members shall receive SEK 100,000 each.
The annual general meeting also resolved that remuneration to the auditor shall be paid according to approved invoices.
Amendments to the articles of associations and reduction of the share capital
The annual general meeting resolved, in accordance with the board of directors' proposal, to amend the share capital limits in the Company's articles of association. The annual general meeting further resolved, in accordance with the board of directors' proposal, to reduce the share capital in order to decrease the quota value of the Company's shares to enable the rights issue of Units. For more information about the proposal, please see the notice of the annual general meeting published through a press release on 19 May 2023.
Amendments to the articles of associations
The annual general meeting resolved, in accordance with the board of directors' proposal, to amend the limits to the number of shares and the share capital in the Company's articles of association to enable the registration of the rights issue with the Swedish Companies Registration Office. For more information about the proposal, please see the notice of the annual general meeting published through a press release on 19 May 2023.
Approval of the board of directors' resolution on a rights issue of units
The annual general meeting resolved, in accordance with the board of directors' proposal, to approve the board of directors’ resolution on 17 May 2023 to issue Units with preferential rights for the current shareholders in the Company. Shareholders who on the record date, 26 June 2023, are registered shareholders in ChromoGenics in the share register kept by Euroclear Sweden AB have preferential rights to subscribe for Units in relation to the number of shares held on the record date. The shareholders will receive seven (7) unit rights for each share held on the record date. Four (4) unit rights entitle to subscription of one (1) Unit. In total, a maximum of 300,432,678 Units will be issued. Each Unit consists of one (1) share and one (1) warrant of series TO 6 issued free of charge. The share capital will increase by not more than SEK 25,536,777.63 through the issue of not more than 300,432,678 shares. In addition, a maximum of 300,432,678 warrants will be issued. One (1) warrant of series TO 6 entitles the holder to subscribe for one (1) new share in the Company at a subscription price corresponding to 70 percent of the volume-weighted average price paid for the Company's share on Nasdaq First North Growth Market during the period from and including 18 October 2023 up to and including 31 October 2023, but not less than the shares' quota value. Subscription of shares through the exercise of warrants of series TO 6 shall take place during the period from and including 6 November 2023 up to and including 20 November 2023. Upon full exercise of all warrants, the Company’s share capital will increase by not more than SEK 25,536,777.63.
The subscription price has been set to SEK 0.10 per Unit, which corresponds to a subscription price of SEK 0.10 per share, and the initial issue proceeds are expected to amount to up to SEK 30 million before deduction of transaction costs relating to the Rights Issue.
Resolution on a reverse share split and amendments to § 4 and § 5 in the Articles of Association
The annual general meeting resolved, in accordance with the board of directors' proposal, to carry out a reverse share split of the Company's shares, whereby one hundred (100) existing shares shall be combined into one (1) new share (reverse share split 1:100). It was further resolved to authorize the board of directors to determine the record date for the reverse share split. In connection with the determination of the record date for the reverse share split, the Company will publish more detailed information on the procedure for the reverse share split. The board of directors intends to determine the record date after the resolved rights issue has been registered with the Swedish Companies Registration Office.
The annual general meeting resolved, in accordance with the board of directors' proposal, to amend the limits for the share capital according to § 4 and the number of shares according to § 5 in the articles of association. The Company's limits for the share capital shall be not less than SEK 34,000,000 and not more than SEK 136,000,000. The limits for the numbers of shares in the Company shall be not less than 4,000,000 and not more than 16,000,000.
The annual general meeting resolved, in accordance with the board of directors’ proposal, to authorise the board of directors, up and until the next annual general meeting, on one or several occasions and with or without pre-emptive rights for shareholders, to resolve on new issues of shares, warrants and/or convertibles. The number of shares that may be issued and the number of shares that shall be possible to convert/subscribe for may amount to a number of shares that fit within the limits of the articles of association at any given time.
The purpose of the authorisation is to provide flexibility to the board of directors in its work to ensure that the Company in an appropriate manner can raise capital and acquire companies, businesses, and other assets.
Vator Securities is the financial advisor and issuer agent and Advokatfirman Schjødt is the legal advisor to ChromoGenics in connection with the Rights Issue.
For more information, please contact:
Fredrik Fränding, CEO
Tel: +46(0)72 249 24 62
About this information
The information was submitted for publication, through the agency of the contact persons set out above, at 14.15 CEST on 21 June 2023.
ChromoGenics is a PropTech company that produces dynamic glass for real estate. One company product, ConverLight® Dynamic, controls indoor comfort by optimising daylighting, good views and blocking solar heat, and thereby contributing to reducing costs for cooling. ConverLight® Dynamic is based on a patented solution where electrochromic coatings are sputtered onto plastic film and then laminated between glass layers. The plastic film is easy to transport which means long distance shipping of bulky glass can be avoided. ChromoGenics also offers ConverLight® Static, a static glass version, and a façade glazing solution, ConverLight® Energy. ChromoGenics has supplied glazing technology to a large number of major real estate companies. Its shares were listed on the Nasdaq First North Growth Market in 2017.
ChromoGenics emerged from world-leading research at the Ångström Laboratory at Uppsala University. The Company’s production site in Uppsala has been partly financed via conditional loans from the Swedish Energy Agency. ChromoGenics shares (CHRO) are listed on the Nasdaq First North Growth Market with Vator Securities AB as Certified Adviser.
Publication, release or distribution of this press release may in certain jurisdictions be subject to legal restrictions and persons in the jurisdictions where this press release has been made public or distributed should be informed of and follow such legal restrictions. The recipient of this press release is responsible for using this press release and the information herein in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer or solicitation to buy or subscribe for any securities in ChromoGenics in any jurisdiction, either from ChromoGenics or from anyone else.
This press release is not a prospectus according to the definition in Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. Any purchase of Units of ChromoGenics in the Rights Issue should only be made on the basis of the information contained in the formal prospectus issued in connection with the Rights Issue.
This press release does not constitute an offer or solicitation to buy or subscribe for securities in the United States. The securities mentioned herein may not be sold in the United States without registration, or without an exemption from registration, under the U.S. Securities Act from 1933 ("Securities Act"), and may not be offered or sold within the United States without being registered, covered by an exemption from, or part of a transaction that is not subject to the registration requirements according to the Securities Act. There is no intention to register any securities mentioned herein in the United States or to issue a public offering of such securities in the United States. The information in this press release may not be released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, in or to United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa or any other jurisdiction where the release, publication or distribution of this information would violate current rules or where such an action is subject to legal restrictions or would require additional registration or other measures beyond those that follow from Swedish law. Actions in contravention of this instruction may constitute a violation of applicable securities legislation.
This press release contains forward-looking statements related to the Company’s intentions, estimates or expectations with regard to the Company’s future results, financial position, liquidity, development, outlook, estimated growth, strategies and opportunities as well as the markets in which the Company is active. Forward-looking statements are statements that do not refer to historical facts and can be identified by the use of terms such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “will,” “may,” “implies,” “should,” “could” and, in each case, their negative, or comparable terminology. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there is no guarantee that they will occur or that they are correct. Since these assumptions are based on assumptions or estimates and involve risks and uncertainties, actual results or outcomes, for many different reasons, may differ materially from those what is stated in the forward-looking statements. Due to such risks, uncertainties, eventualities and other significant factors, actual events may differ materially from the expectations that expressly or implicitly are contained in this press release through the forward-looking statements. The Company does not guarantee that the assumptions which serve as a basis for the forward-looking statements in this press release are correct, and each reader of the press release should not rely on the forward-looking statements in this press release. The information, opinions and forward-looking statements that expressly or implicitly are stated herein are provided only as of the date of this press release and may change. Neither the Company nor any other party will review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise with respect to the contents of this press release, beyond what is required by law or Nasdaq First North Growth Market Rulebook.
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