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Press release from Companies

Publicerat: 2020-12-07 18:44:30

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 Wednesday 23 December 2020 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 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. 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 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 Tuesday 15 December 2020, 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 Thursday 17 December 2020. 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 Tuesday 15 December 2020 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 Thursday 16 December 2020 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 December 2020. 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 Thursday 17 December 2020. 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 general meeting either physically, in person or by proxy, or remotely (via video conference) and vote in advance. Those who are willing to attend remotely and would like to utilize their voting rights cannot do so by video conference and must instead participate via proxy or vote in advance to utilize their voting rights. The shareholders who have notified that they would like to participate via video conference will receive log in instructions separately.

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 issue of convertibles
  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 issue of convertibles

The board of directors of the Company proposes that the extra general meeting resolves that the Company shall raise a convertible loan in a nominal amount not exceeding SEK 250,000,000 through a issue of not more than 250,000,000, with deviation from the shareholders preferential rights, that may be converted to shares in the Company , entailing an increase in the number of shares of not more than 6,535,037 and an increase in the share capital of not more than SEK 653,503.70 upon full conversion of the convertibles. The resolution shall otherwise be governed by the following terms and conditions.

The right to subscribe for the convertibles, with deviation from the shareholders preferential rights, shall be attributed only to Lugard Road Capital (or affiliate to Lugard Road Capital).

The nominal amount for each convertible shall be SEK 1 or multiples thereof.

The loan will bear interest from 28 December 2020 up to and including 31 December 2027 at the rate of 1.5 percent per annum. If the loan has not been repaid or conversion has not occurred, as from 1 January 2025 up until 31 December 2027, the yearly interest will increase to 3.5 percent. If the loan has not been repaid or conversion has not occurred, as from 1 January 2026 up until 31 December 2027, the yearly interest will increase to 5.5 percent. Interest will paid quarterly in arrears on 15 January 15 April, 15 July and 15 October in each year and otherwise in accordance with the terms and conditions for the convertibles .

The subscription price per convertible shall be the nominal amount of the convertible.

Subscription of convertibles shall be made through payment no later than on 28 December 2020. The board of directors shall be entitled to extend the time for payment.

As of the date from when the convertibles are registered with the Swedish Companies Registration Office up to and including 15 December 2027, or on a later or earlier date and as otherwise is set out in the complete terms and conditions, a convertible holder shall be entitled to demand conversion of all or parts of the claim into new shares, at a conversion price of SEK 44.00 per share. The subscription price and conversion price has been determined after negotiations with the subscriber.

The purpose with the issuance and the reason for the deviation from the shareholders preferential rights is that the issuance shall be offered to a lender to the Company in order to accelerate the Company's organic and in-organic growth initiatives, as well as for general corporate purposes. Furthermore, the issuance is carried out with deviation from the shareholders preferential rights to ensure the Company's financing in a cost and time efficient manner in order to support a continued expansion of the Company’s operations.

If the convertibles are converted to shares, the new shares will entitle to dividend for the first time on the record date for dividend that occurs following the registration of the new shares with the Swedish Companies Registration Office and Euroclear Sweden AB.

The complete terms and conditions for the convertibles are held available at the Company's premises and on the Company's website, no later than two weeks before the general meeting.

The board of directors or anyone appointed by the board of directors is given the right to make the adjustments necessary in connection with the registration of the resolution at the Companies Registration Office and Euroclear Sweden AB.

Majority requirements

The resolution in accordance with item 6 requires support by shareholders holding not less than two-thirds of both the shares voted and of the shares represented at the general meeting.

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.

*****

Stockholm December 2020

24SevenOffice Scandinavia AB

The board of directors 


This disclosure contains information that 24SevenOffice Scandinavia AB is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 07-12-2020 18:44 CET.

For further information please contact:

Ståle Risa, CEO

Tel: +46 70-023 63 03, str@24sevenoffice.com

24SevenOffice in brief

24SevenOffice's vision is to empower businesses for the future, through delivering world class cloud based business systems to small and medium-sized companies in the Nordic region. The system is currently used by 56,000 companies in the Nordic region, with PwC and KPMG, among others, as accounting partners. The business system is module-based, where the modules are provided independently or packaged as complete solutions. For more information see www.24sevenoffice.com

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