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RNB Retail and Brands AB : Extraordinary General Meeting in RNB Retail and Brands AB (publ)



2013-02-22 16:32:38 -


Shareholders of RNB Retail and Brands AB (publ) are hereby given notice that an
extraordinary general meeting will be held on Wednesday, 27 March 2013 at 5.00
pm at the company's head office at Regeringsgatan 29 in Stockholm, Sweden.

Notification of attendance

Shareholders who wish to attend the meeting must be registered in the share
register maintained by Euroclear Sweden AB on 21 March 2013. Shareholders with
nominee-registered shares must temporarily register the shares in their own
names. Such registration must be effected by 21 March 2013. Shareholders should
contact their nominee with a request for re-registration well before that date.

Furthermore, shareholders who wish to attend the meeting must notify the company
not later than 21 March 2013 of their intention. Notification of attendance can
be made

    ·           by mail: RNB Retail and Brands AB, Box 161 42, SE-103 23
Stockholm,
    ·           by telephone: +46 8 410 520 00, or
    ·           by e-mail: ann-charlotte.rudels@rnb.se

The notification of attendance shall include your name, civil/corporate
identification number, address, a daytime telephone number, shareholding and,
where appropriate, information about any proxy or shareholder assistants.
Shareholders may bring a maximum of two assistants, provided that their
attendance is notified as above.

Shareholders who intend to be represented by proxy should issue a written and
dated power of attorney to the proxy. The power of attorney must not have been
issued more than one year before the date of the meeting, unless the power of
attorney provides for a longer period not exceeding five years from issuance.
The original power of attorney as well as certificate of incorporation and other
relevant documents evidencing the authorised representative should reach the
company at the above address no later than 21 March 2013.

Proposed agenda

1         Opening of the meeting
2         Election of chairman for the meeting
3         Preparation and adoption of the voting list
4         Adoption of the agenda
5         Election of one or two persons to verify the minutes
6         Confirmation that the meeting was duly convened
7         Submission of documents pursuant to chapter 20, §§ 13 and 14 of the
Companies Act
8         Resolution on the amendment of the limits of share capital in the
articles of association
9         Resolution on the reduction of share capital without cancellation of
shares
10     Resolution on the amendment of the limits of share capital and number of
shares in the articles of association
11     Submission of documents pursuant to chapter 13 § 6 of the Companies Act
12     Resolution on the approval of the board's decision of 21 February 2013 to
issue new shares
13     Resolution on the consolidation of the company's shares  and amendment of
the number of shares in the articles of association
14     Closing of the meeting

Proposals for resolution

Item 8 - Resolution on the amendment of the limits of share capital in the
articles of association

The board proposes that § 4 of the articles of association be amended in
accordance with one of the following two alternativees.

  Proposed wording:

Alternative A § 4 Bolagets aktiekapital skall utgöra lägst 4 500 000 kronor och
högst 18 000 000 kronor.

Alternative B § 4 Bolagets aktiekapital skall utgöra lägst 3 000 000 kronor och
högst 12 000 000 kronor.


The meeting's decision on amendment of the articles of association in accordance
with alternative A shall be conditional upon the meeting's decision on reduction
of share capital as proposed by the board under item 9 according to one of
alternatives A-D and implementation of the decided reduction. The meeting's
decision on amendment of the articles of association in accordance with
alternative B shall be conditional upon the meeting's decision on reduction of
the share capital as proposed by the board under item 9 according to alternative
E and implementation of the decided reduction.

Item 9 - Resolution on the reduction of share capital without cancellation of
shares

The board proposes that the company's share capital shall be reduced by one of
the following five alternative amounts.

  Amount

Alternative A: 148 882 725,90 kronor

Alternative B: 153 845 483,43 kronor

Alternative C: 157 153 988,45 kronor

Alternative D: 160 432 493,47 kronor

Alternative E: 162 116 745,98 kronor


The reduction shall be made for allocation to a fund to be used as decided by
the meeting and shall be implemented without cancellation of shares.

The meeting's decision on reduction of share capital shall be conditional upon
(i) the meeting's decision to amend the articles of association as proposed by
the board under item 10 and (ii) the meeting's approval under item 12 of the
board's decision of 21 February 2013 to issue new shares and the completion of
the issue.

Item 10 - Resolution on the amendment of the limits of share capital and number
of shares in the articles of association

The board proposes that §§ 4 and 5 of the articles of association be amended in
accordance with one of the following two alternatives.

  Proposed wording:

Alternative A § 4 Bolagets aktiekapital skall utgöra lägst 150 000 000 kronor
och högst 600 000 000 kronor.

§ 5 Antalet aktier skall vara lägst 1 000 000 000 och högst
4 000 000 000 stycken.

Alternative B § 4 Bolagets aktiekapital skall utgöra lägst 150 000 000 kronor
och högst 600 000 000 kronor.

§ 5 Antalet aktier skall vara lägst 4 000 000 000 och högst
16 000 000 000 stycken.


The meeting's decision on amendment of the articles of association shall be
conditional upon (i) the meeting's decision on reduction of share capital
without cancellation of shares as proposed by the board under item 9 and (ii)
the meeting's approval under item 12 of the board's decision of 21 February
2013 to issue new shares and the completion of the issue.

Item 12 - Resolution on the approval of the board's decision of 21 February
2013 to issue new shares

The board decided on 21 February 2013, subject to approval from the general
meeting, to issue new shares in exchange for proceeds of approximately SEK 450
million. The issue is conditional upon amendment of the limits of share capital
and number of shares in the articles of association. The terms and conditions
that apply to the issue shall include, but not be limited to, the following.

Right to subscribe

The right to subscribe for new shares with preferential rights shall apply to
those registered as shareholders in the company on the record date 3 April
2013. Subscription of shares shall also be possible without preferential rights.

Allocation

In the event that not all shares are subscribed for with subscription rights the
board shall decide on allocation, within the bounds of the maximum issue amount,
to those who have subscribed without preferential rights. For practical reasons,
the board may, when deciding on allocation of shares subscribed for without
preferential rights, decide on a certain lower threshold for allocation. Thus
subscribed shares shall:

    ·           firstly be allocated to those who have also subscribed for
shares using subscription rights, regardless of whether or not the subscriber
was registered as a shareholder on the record date and - if there is
oversubscription - in proportion to the number of subscription rights exercised
to subscribe for shares and, to the extent this is not possible, by drawing
lots;
    ·           secondly be allocated to those who subscribed for shares only
without subscription rights and - if there is oversubscription - in proportion
to the number of shares each applicant has subscribed for and, to the extent
this is not possible, by drawing lots; and
    ·           thirdly and finally be allocated to those who underwrite the
issue by agreement with the company, and - if there is oversubscription - in
proportion to the number of shares each underwriter has underwritten and, to the
extent this is not possible, by drawing lots.

Subscription and payment

Subscription with the support of subscription rights shall be made through cash
payment during the period from 8 April 2013 until 22 April 2013. The board may
extend the subscription period.

Application for subscription without the support of subscription rights shall be
made on an application form during the period from 8 April 2013 until 22 April
2013. Subscription without the support of subscription rights shall be made on a
separate subscription list during the period from 8 April 2013 until 26 April
2013 and thus subscribed shares shall be paid for in cash in accordance with
instructions in the relevant transaction confirmation, however no later than
three banking days subsequent to the issuance of such transaction confirmation.
The board may extend both the notification and subscription periods.

Right to dividends

The new shares in the company shall earn rights to dividends as of the record
date for the dividend resolved immediately after the new shares have been
entered in the share register.

Establishment of terms and conditions

The board is authorised to, five days before the record date, determine the
maximum amount of increase in share capital, the maximum number of shares that
may be issued and the amount to be paid for each share subscribed. This
information is expected to be published by the company on or about 26 March
2013.

Punkt 13 - Resolution on the consolidation of the company's shares  and
amendment of the number of shares in the articles of association

The board proposes that the company's shares are consolidated, whereby 200
shares are consolidated into one share. The following terms and conditions shall
apply.

(a)      The board is authorised to decide on the record date of the
consolidation, which shall (i) not be earlier than the date on which the
decision on new issue of shares has been registered, (ii) nor later than 30 June
2013.

(b)     For shareholders, whose shares on the record date do not correspond to a
full number of new shares (after the consolidation), the following shall apply.
The excess shares will be jointly sold, at the Company's expense on behalf of
such shareholders, by a securities institution appointed by the Company. The
aggregated proceeds of the sale will be distributed among the shareholders who
owned the excess shares at the record date, in relation to their share in the
shares so jointly sold.

(c)      The board shall publish more detailed procedural information regarding
the consolidation of shares in conjunction with its decision on the record date.

(d)     § 5 of the articles of association shall be amended in accordance with
one of the following two alternatives.

  Proposed wording:

Alternative A § 5 Antalet aktier skall vara lägst 8 000 000 och högst
32 000 000 stycken.

Alternative B § 5 Antalet aktier skall vara lägst 32 000 000 och högst
128 000 000 stycken.


The meeting's decision on consolidation shall be conditional upon (i) the
meeting's decision on reduction of share capital without cancellation of shares
as proposed by the board under item 9, (ii) the meeting's decision to amend the
articles of association as proposed by the board under item 10 and (iii) the
meeting's approval under item 12 of the board's decision of 21 February 2013 to
issue new shares and the completion of the issue.

Qualified majority requirements

A resolution in accordance with the proposal of the board under items 8, 9, 10
and 13 requires that the resolution be supported by shareholders representing at
least two-thirds of both the votes cast and the shares represented at the
meeting. A resolution to approve the board's decision under item 12 requires the
support of shareholders with more than half of the votes cast at the meeting.

Following a resolution by the Swedish Securities Council (Sw.
Aktiemarknadsnämnden) on 15 February 2013, Konsumentföreningen Stockholm med
omnejd, ekonomisk förening ("KfS"), a shareholder in the company, was granted an
exemption from such requirement to make a mandatory offer that could arise from
the underwriting commitment given by KfS in relation to the new issue of shares
decided by the board, see item 12. The exemption is however conditional upon (i)
that the meeting's resolution to approve the board's decision under item 12 be
supported by shareholders representing at least two thirds of both the votes
cast and the shares represented at the meeting, less the shares owned and
represented by KfS and (ii) that the shareholders are informed that KfS, as a
consequence of the underwriting commitment, can obtain, at most, 49 per cent of
the total number of shares and votes in the company.

Number of shares and votes in the company

At the time of issue of this notice, the total number of shares in the company
and the total number of votes is 165,425,251. The company holds no treasury
shares.

Miscellaneous

The board and the managing director shall, if any shareholder so requests and
the board believes that it can be done without material harm to the company,
provide information at the meeting about circumstances that may affect the
evaluation of an item on the agenda.

The board's complete decision and complete proposals as well as documentation
under chapter 13 § 6 and chapter 20 §§ 13-14 of the Companies Act will be
available from the company, at the address above, during three weeks prior to
the meeting. Copies of the documents will also be sent to those shareholders who
so request and who provide their postal address. The documents and a form for
powers of attorney will also be available on the company's website www.rnb.se.

Stockholm in February 2013

RNB Retail and Brands AB (publ)

The Board of Directors


Extraordinary General Meeting in RNB Retail and Brands AB (publ):
hugin.info/132993/R/1680526/549072.pdf



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Source: RNB Retail and Brands AB via Thomson Reuters ONE
[HUG#1680526]


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