Press release from Companies

Publicerat: 2021-03-04 08:51:06

24SevenOffice Scandinavia AB: NOTICE OF EXTRA GENERAL MEETING IN 24SEVENOFFICE SCANDINAVIA AB

The shareholders of 24SevenOffice Scandinavia AB, reg. no. 559120-8870, (the "Company") are hereby invited to the extra general meeting on Tuesday 23 March 2021 at 10.00 a.m. CET at Baker & McKenzie's premises at Vasagatan 7 in Stockholm.

Information with respect to the coronavirus

Due to the development of the coronavirus the goal is that the extra general meeting shall be swift and effective to minimize spread of disease. Shareholders should carefully consider the possibility to vote in advance, please see below, as well as the possibility of participating by way of proxy or video. Shareholders who display symptoms of infection (dry cough, fever, respiratory distress, sore throat, headache, muscle and joint ache), have been in contact with people displaying symptoms, have visited a risk area, or belong to a risk group, are in particular encouraged to utilize such possibility. The board of directors of the Company has resolved on the following measures to minimize the risk of the spread of the coronavirus at the extra general meeting:

  • Possibility to vote in advance and participate via video conference
  • Registration for the general meeting will commence at 09.45.
  • External guests will not be invited.
  • No food or refreshments will be served.

The Company follows the development and the recommendations of the authorities and will, if necessary, update the information about the general meeting on the Company’s website, www.24sevenoffice.com.

Right to attend and notification

Shareholders who wish to attend the extra general meeting must:

  1. on the record date, which is Monday 15 March 2021, be registered in the share register maintained by Euroclear Sweden AB; and
  1. notify the Company of their participation and any assistants (no more than two) in the general meeting no later than Wednesday 17 March 2021 The notification shall be in writing to Baker & McKenzie Advokatbyrå KB, Attn: Ian Gulam, Box 180, 101 23 Stockholm (kindly mark the envelope "24SevenOffice Scandinavia EGM"), or via e-mail: ian.gulam@bakermckenzie.com. The notification should state the name, personal/corporate identity number, shareholding, share classes address and telephone number and, when applicable, information about representatives, counsels and assistants. When applicable, complete authorization documents, such as registration certificates and powers of attorney for representatives and assistants, should be appended the notification.

Nominee shares

Shareholders, whose shares are registered in the name of a bank or other nominee, must temporarily register their shares in their own name with Euroclear Sweden AB in order to be entitled to participate in the general meeting. Such registration, which normally is processed in a few days, must be completed no later than on Monday 15 March 2021 and should therefore be requested from the nominee well before this date. Voting registration requested by a shareholder in such time that the registration has been made by the relevant nominee no later than on Wednesday 17 March 2021 will be considered in preparations of the share register.

Proxy etc.

Shareholders represented by proxy shall issue dated and signed power of attorney for the proxy. If the proxy is issued by a legal entity, attested copies of the certificate of registration or equivalent authorization documents, evidencing the authority to issue the proxy, shall be enclosed. The proxy must not be more than one year old, however, the proxy may be older if it is stated that it is valid for a longer term, maximum five years. A copy of the proxy in original and, where applicable, the registration certificate, should in order to facilitate the entrance to the general meeting, be submitted to the Company by mail at the address set forth above and at the Company's disposal no later than 17 March 2021. The proxy in original and, when applicable, the certificate of registration must be presented at the general meeting. A proxy form will be available on the Company's website, www.24sevenoffice.com, and will also be sent to shareholders who so request and inform the Company of their postal address.

Advance voting

The shareholders may exercise their voting rights at the general meeting by voting in advance, so called postal voting in accordance with section 3 of the Act (2020:198) on temporary exceptions to facilitate the execution of general meetings in companies and other associations. The Company encourages the shareholders to use this opportunity in order to minimize the number of participants attending the general meeting in person and thus reduce the spread of the infection.

A special form shall be used for advance voting. The form is available on www.24sevenoffice.com. A shareholder who is exercising its voting right through advance voting do not need to notify the Company of its attendance to the general meeting. The advance voting form is considered as the notification of attendance to the general meeting.

The completed voting form must be at the Company’s disposal no later than on Wednesday 17 March 2021. The completed and signed form shall be sent to the address stated under "Right to attend and notification" above. A completed form may also be submitted electronically and is to be sent to ian.gulam@bakermckenzie.com. If the shareholder is a legal entity, a certificate of incorporation or a corresponding document shall be enclosed to the form. The same apply for shareholders voting in advance by proxy. The shareholder may not provide special instructions or conditions in the voting form. If so, the vote is invalid.

Further instructions and conditions is included in the form for advance voting.

Attend remotely

The shareholders might attend the extra general meeting either physically, in person or by proxy, or remotely (via video conference) and vote in advance. Those who are willing to attend the extra general meeting remotely and would like to utilize their voting rights can do so by participating in person, via video conference, via proxy or vote in advance. The Company will distribute the video conference details to the shareholders that have notified the Company of their intention to attend the general meeting remotely, no later than on Monday 22 March 2021.

For online participants, the following rules apply (which the participant accepts by choosing to participate online). There will be no opportunity to speak, present proposals or objections or request voting. As it is not possible to verify if any external persons are following the meeting online, the opportunity to participate online requires that the meeting resolves that also persons who are not shareholders shall have the right to follow the meeting.

It will be possible to ask questions online during the meeting. The ambition is that all questions shall be presented and answered, but the number, as well as the type of questions, may entail that not all questions are presented and answered in the meeting.

In order to participate and vote online, you must have a steady network connection throughout the meeting. The Company has prepared to enable participation and voting online. However, it cannot be ruled out that any technical complication entails functional deficiencies. If this happens, or if the participation online otherwise did not work as intended, the meeting will be held disregarding online votes that would otherwise have been casted. Therefore, it is important to note that if you want to be certain of being able to vote, you should vote in advance.

Proposed agenda

  1. Opening of the meeting and election of chairman of the meeting
  2. Preparation and approval of the voting list
  3. Approval of the agenda
  4. Election of one person to certify the minutes
  5. Examination of whether the meeting has been properly convened
  6. Resolution regarding approval of closely related party transaction
  7. Closing of the meeting

Proposed resolutions

Item 1: Opening of the meeting and election of chairman of the meeting

The board of directors proposes that Ian Gulam, LL.M., Baker & McKenzie Advokatbyrå, is appointed as chairman of the general meeting.

Item 6: Resolution regarding approval of closely related party transaction

The board of directors of the Company proposes that the extra general meeting shall resolve in accordance with the proposal below.

Aa announced in the Company's press release published on 29 January 2021, the Company has entered into an agreement regarding the acquisition of 94.50 percent of 24SevenOffice US Inc and 51 percent of Masterplan Inc and all the European IPR to the 24SevenOffice (the "Transaction").

The board of directors of the Company proposes that the general meeting resolves to approve the entering into the Transaction on the main terms stated below.

The shares in 24SevenOffice US Inc and Masterplan Inc are acquired from ICT Group AS (24SevenOffice US Inc's founder Stian Rustad´s holding company) and R-Venture (20 percent ownership of US operation) and the IPR from R-Venture AS. Of these selling parties R-Venture AS is a closely related party in accordance with the Swedish Securities Council's ruling AMN 2019:25 (the "Seller").

The estimated value of the Transaction amounts to SEK 200 million, of which the Seller's part amounts to SEK 80 million, meaning that the Seller's part of the Transaction corresponds to approximately 3.8 percent of the company group value.

The purchase price in accordance with the agreement for the acquisition of the IPR from R-Venture AS shall be paid to R-Venture through payment in cash in an amount of SEK 50 million. Payment for the shares in 24SevenOffice US Inc and Masterplan Inc shall according to the agreement be paid through payment in cash with an amount of SEK 120 million and through issuance of shares in the Company directed to ICT Group AS for a value of SEK 30 million with a subscription price of SEK 42.7 per share. The number of shares to be issued in connection with the Transaction thereby amounts to 702,576 shares. The Company has also secured an option to acquire the remaining part of 24SevenOffice US Inc and Masterplan Inc within 3 years based on growth and ARR levels delivered by the companies, and the consideration may amount to up to SEK 30 million if all conditions are met.

The cash payment for the Transaction is already secured since the Company has carried out a new share issue of approximately SEK 300 million and obtained a convertible loan of approximately SEK 250 million. The board of directors considers the terms for the Transaction to be at market terms and that the transaction agreement otherwise includes satisfactory terms. The Transaction is made on the same terms for the Seller as for the other sellers in the Transaction. The issue of new shares will take place in connection with completion of the Transaction pursuant to the authorization granted by the extra general meeting on 17 February 2021.

The purchase price for the acquisition of the shares in 24SevenOffice US Inc and Masterplan Inc as well as the IPR corresponds to the estimated market value and has been determined through negotiation on arm's length terms and is based on a combination of several valuation mechanisms, including but not limited to, European and international SaaS technology multiples, Rule of 40, DCF and Contribution. In addition the strategic value of a unified 24SevenOffice group with a much larger total addressable market has been taken into account. The board of directors has been provided with valuation materials prepared by Pareto Securities AS which has also acted as the Company´s advisor in the Transaction.

The Transaction is a part of the Company's long term international strategy and will consolidate 24SevenOffice activates as well as onboarding an additional highly experienced team. The US operations also has developed logistics, production and MRP modules that the Company will sell to customers in all markets with operations.

Subject to the extra general meeting in the Company on 23 March 2021 approving the Transaction and other conditions are fulfilled, completion of the Transaction is expected 1 April 2021.

Majority requirements

The resolution in accordance with item 6 is valid if supported, in accordance with the Swedish Securities Council's ruling AMN 2019:25, by shareholders holding more than half of the votes cast at the general meeting. Shares held by R-Venture will not be considered. Shares held by ICT Group AS, Montebello Vinselskap og Invest AS (Karl Anders Grønland) and eBiz AS (Staale Risa) will also not be considered.

Number of shares and votes

The total numbers of shares and votes in the Company on the date of this notice are 60,234,436. The Company holds no own shares.

Other

The complete proposals, copies of the proxy form, advance voting form and other documents that shall be available in accordance with the Swedish Companies Act are available at the Company premises and at the Company’s www.24sevenoffice.com, at least two weeks in advance of the general meeting and will be sent to shareholders who request it and provide their e-mail or postal address.

The shareholders hereby notified regarding the right to, at the extra general meeting, request information from the board of directors and managing director according to Ch. 7 § 32 of the Swedish Companies Act.

Processing of personal data

For information on how personal data is processed in relation the meeting, see the Privacy notice available on Euroclear Sweden AB’s website: https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammorengelska.pdf.

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Stockholm March 2021

24SevenOffice Scandinavia AB

The board of directors

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