Press release from Companies

Publicerat: 2018-10-18 15:22:44

QuickCool AB: Notice of Extraordinary General Meeting in QuickCool AB (publ)

The shareholders of QuickCool AB (publ) are invited to an Extraordinary General Meeting on Monday 19 November 2018 at 17:00 in QuickCool’s premises, Ideon Science Park, Beta 6, Scheelevägen 17, 223 70 Lund.

  1. Right to participate 

Those wishing to participate in the extraordinary general meeting must be registered as shareholders in the share register maintained by Euroclear Sweden AB on 13 November 2018 and register with the company no later than 13 November 2018 at 12:00. 

Shareholders who have their shares administered must register under their own name in the share register in order to be entitled to participate in the meeting after the notification. The shareholder must inform the trustee thereof in good time before 9 November 2018 at which time such registration must be completed.  

The number of outstanding shares and votes in the company amounts at the time of this notice to 21 123 948. The company holds no Treasury shares. 

  1. Notification 

Registration can be made by sending a notification to QuickCool AB, Scheelevägen 17, Att: Extraordinary General Meeting, 223 70 Lund, by e-mail: info@quickcool.se or by phone 046-2863840. 

The notification should include the name, personal or corporate identity number, address and telephone number and, where applicable, the name of the delegated representative. Shareholders, who wish to be represented by proxy, shall submit a dated proxy in the original. 

The proxy form is provided at www.quickcool.se/bolagsstamma. The person representing a legal entity must enclose a copy of the registration certificate or similar document showing the authorized signatory. Delegated representatives to shareholders may attend the meeting only if the shareholder notifies the number of delegates, but not exceeding two, as per above. 

  1. Agenda 
  1. Opening of the EGM 
  2. Election of the chairman of the Meeting 
  3. Establishment and approval of voting rights 
  4. Approval of Agenda 
  5. Selection of one or two Officers to check the minutes after the meeting  
  6. Determination of whether the meeting has been duly convened 
  7. The Board"s proposal for a decision to amend Articles of Association 
  8. The Board"s proposal to reduce the share capital 
  9. The Board of Directors" proposal for a new share issue and issue of warrants 
  10. Closure of the meeting 

Item 7-Amendment of the Articles of Association  

The Board proposes changes to the articles of association regarding the company share capital (§ 4 be amended in accordance with Following. 

§ 4 Current wording: 

The share capital shall be at least SEK 12.750.000 and not more than SEK 51.000.000. 

§ 4 is proposed to have the following wording: 

The share capital shall be at least SEK 9.562.500 and not more than SEK 38.250.000. 

Item 8 – Proposal for a decision on the reduction of the share capital 

The proposal suggests that the share capital of the company is reduced for the provision to unrestricted shareholders’ equity. The reduction is proposed by a total amount of 4,224,789.60, which means that the current share capital of SEK 16,899,158.40 is reduced to 12,674,368.80 SEK. 

The reduction is proposed without the withdrawal of shares. 

The decision requires that the articles of association are changed accordingly, as described ed in paragraph 7 above. 

Item 9 – Draft decision 

The Board of Directors proposes that the EGM approves a new share issue with preferential rights for existing shareholders. With the condition that every ten (10) registered shares on 23 November 2018 entitles to subscribe to a unit at the rate of SEK 3.00 per unit. Each unit consists of three shares and one warrant (TO2). where each warrant (TO2) gives the right to subscribe for a new share at a rate of SEK 1.40 per share. The maturity of the warrants is from the date of registration of the warrants at the company registration office until three years thereafter. For each share is 1.00 SEK is paid, the warrants are received free of charge.
The issue includes a maximum of 2 062 394 units at a rate of SEK 3.00 per unit and can bring the company 6,187,182.00 kronor if fully utilized. If fully utilized, the share capital may increase by a maximum of SEK 3,712,309.20. 

Units shall be subscribed for during the period from 27 November 2018 to 11 December 2018. 

In the event that all warrants are exercised for subscription, the share capital may increase by an additional SEK 1,237,436.40. 

Preferential payment shall be made by simultaneous payment. Payment of subscribed units without preference shall be made in accordance with the sales note, however, no later than seven (7) business days after the last day of subscription, in cash or by offsetting the claim. Payment by offsetting can be made upon approval from the board. 

The Board of Directors of the company is entitled to extend the subscription and payment terms. 

In case of oversubscription, pro rata is allocated in relation to the number of subscription rights exercised. Alternatively, to those who subscribed without preferential rights, pro rata in relation to the number of units notified. As a third alternative, to those who have provided guarantees in the issue. 

The Board of Directors or who the Board of Directors’ authorize to make minor adjustments required for the decision"s registration at the Swedish Companies company registration office and Euroclear.  

The new shares are entitled to dividends for the first time on the date for dividends that occur immediately after the new shares are registered with the Swedish Companies registration office. 

The Board of Directors " complete proposal for the new issue, decision on the issue of warrants and other documents under the Swedish Companies Act will be available to shareholders at the company"s head office from Monday 29 October 2018, Ideon Science Park, 223 70 LUND, as well as on the company"s website www.quickcool.se. Shareholders who wish to take part of the proposal can notify the company, the material will be sent to them by postal services at no cost to the recipient. 

Lund, 18 October 2018
QuickCool AB (publ)
Board of Directors

Fredrik Radencrantz
CEO

QuickCool AB 
Ideon Science Park
Beta 6, Scheelevägen 17 - SE-223 70 Lund - Sweden
E-mail: fredrik.radencrantz@quickcool.se Web: www.quickcool.se
Mobile +46 (0)73 834 1188



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