Stockholm, Sweden, 22 September 2021 – Ranplan Group AB (publ) publishes convening notice for an extraordinary general meeting and proposes a Set-Off Issue whereby a major part of existing loans be converted into shares.
The board of directors of Ranplan Group AB, reg. no. 559152-5315, (the “Company”) publishes convening notice for extraordinary general meeting (‘EGM’) to be held on Monday 18 October 2021, at 4:30 pm, at Ranplan Group’s Office in Stockholm; Riddargatan 18. The board proposes that the EGM resolve on a Set-Off Issue whereby loans in the amount of SEK 23 780 000 be converted into 2 900 000 new shares. The conversion price at SEK 8.20 has been determined by the 30-Day volume-weighted average share price in the market between 9 August and 17 September 2021 after applying a discount of 1.5%. As this transaction involves a related party (the CEO), a valid resolution at the EGM requires that the proposal be supported by at least nine-tenths (9/10) of the votes cast and shares represented at the EGM.
The reason for the deviation from the shareholders’ preferential rights is to strengthen the balance sheet in a time and cost-efficient manner in order to enable continued expansion. The board of directors’ assessment is that the subscription price of the Set-Off Issue conforms to current market conditions.
Should the resolution be passed and the proposed transaction be carried out then, (i) the number of outstanding shares in Ranplan Group AB will increase by 10.5% from 27 538 242 (including the 3 400 000 new shares to be registered following completion of the directed issue, see press release of 21 September 2021) to 30 438 242, (ii) the share capital will increase by SEK 116 000.00 and (iii) the unused (undrawn) part of the credit line (up to SEK 50 million) will expand by the amount of the resultant debt reduction.
Per Lindberg, the CEO, has not participated in the decision by the Board of Directors in arriving at this proposal. He will not use his votes at the EGM.
Information related to the corona virus
To minimise the risk of spreading the corona virus, no food and beverages will be served. Participation of board members and company management will be restricted. Shareholders who desire can attend via a representative.
Notice etc.
Shareholders who wish to participate at the general meeting must:
(i) on Friday 8 October 2021, be registered in the share register kept by Euroclear Sweden AB (“Euroclear”); and
(ii) at the latest on Friday 8 October 2021, notify the intention to attend the general meeting by e-mail to joyce.wu@ranplanwireless.com.
Such notification shall include the shareholder’s name and should include personal identification number or corporate registration number (or similar), address and daytime telephone number, number of shares, details on advisors (no more than two), if any, and where applicable, details of representatives or proxies.
Nominee registered shares
Shareholders who have their shares registered in the name of a nominee must request temporary entry in the transcription of the share register kept by Euroclear Sweden AB in order to be entitled to participate and vote for their shares at the meeting. The shareholder must inform the nominee before Friday 8 October 2021 when the register entry must have been made.
Proxy
A shareholder represented by proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by registration certificate or, if not applicable, equivalent documents of authority. Power of attorney forms for those shareholders wishing to participate by proxy are available on the company’s website www.ranplanwireless.com. The original version of the power of attorney shall also be presented at the meeting.
Proposed agenda
- Opening of the general meeting and election of chairman of the EGM
- Preparation and approval of the voting list
- Election of one or several persons to verify the minutes of the meeting
- Determination of whether the meeting has been duly convened
- Approval of the agenda
- Resolution on the proposed Set-Off Issue, whereby all loans in the amount of SEK 23 780 000 be converted into new shares
- Close of the general meeting
Majority requirement
Resolution under item 6 above requires, for its validity, that nine-tenths (9/10) of the votes cast and the shares represented support the resolution.
Number of shares and votes in the company
The total number of shares in the company at the time of issuance of this notice is 24 138 242. After registering the new shares associated with the recently announced directed issue, see press release of 21 September 2021, the total number of shares is 27 538 242. In addition, there are 815 200, 985 000, and 965 000 warrants tied to the programmes ending in December 2022, 2023, and 2024 respectively (all with a strike at SEK 20.60) outstanding. The company does not hold any of its own shares.
Shareholders’ right to request information
Pursuant to Chapter 7 section 32 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551) the board of directors and the CEO are under a duty to, if any shareholder so requests and the board of directors deems that it can be made without material damage to the company, provide information, regarding circumstances which may affect the assessment of a matter on the agenda or of the company’s economic situation. Such duty to provide information also comprises the company’s relation to the other group companies, the consolidated financial statements and such circumstances regarding subsidiaries which are set out in the foregoing sentence.
Processing of personal data
For information on the processing of personal data in connection with the general meeting, please refer to https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
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Stockholm, September 2021
The board of directors
For more information:
Per Lindberg, CEO
Tel: +46 (0)79 340 7592
per.lindberg@ranplanwireless.com
This information is information that Ranplan Group AB is obliged to make public pursuant to the EU Market Abuse Regulation. This information was submitted for publication, through the agency of the contact person(s) set out above, at 08:30am CET on 22 September 2021.
