Communiqué from the Extraordinary General Meeting of Zaplox AB (publ)
Today, April 1, 2022, an Extraordinary General Meeting was held in Zaplox AB (publ). Below is a summary of the decisions made. All decisions were made unanimously.
Published: 1 April 2022, 10:26Resolution on new issue of shares with preferential rights for existing shareholders
The AGM resolved to approve the Board’s decision from March 14, 2022 to increase the company’s share capital by a maximum of SEK 17,170,069.14 through a new share issue of a maximum of 286,167,819 shares in accordance with the following conditions:
The right to subscribe for new shares shall accrue with preferential rights to those who are registered as shareholders in the Company on the record date for the new share issue, whereby holding one (1) share entitles to one (1) subscription right. One (1) subscription right entitles the holder to subscribe for one (1) new share.
In the event that not all new shares are subscribed for with preferential rights, the Board of Directors shall, within the framework of the maximum amount of the issue, decide on the distribution of shares that have not been subscribed for with preferential rights. This shall primarily be done to such subscribers who have also subscribed for shares on the basis of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event that allotment cannot be made in full, allotment shall be made in proportion to the number of subscription rights. used for subscription of shares. In the alternative, allotment of shares subscribed for without the support of subscription rights shall take place to others who have subscribed without the support of subscription rights and in the event that allotment to these cannot be made in full, allotment shall be made in proportion to the number of shares subscribe. Third and last, allotments of shares subscribed for without the support of subscription rights shall be made to those who have entered into a guarantee undertaking in their capacity as issuance guarantors and in the event that allotment of these cannot be made in full, allotment shall be made in proportion to the amount one guaranteed for subscription. If allotment cannot be made in full in any of the above stages, allotment shall be made by drawing lots. The record date for participation in the new share issue shall be April 7, 2022. Subscription of shares with preferential rights shall take place by simultaneous cash payment or by set-off of receivables from the Company in connection with subscription during the period April 11, 2022 through April 25, 2022. The Board shall own the right to extend the subscription and payment period. Subscription for shares without preferential rights shall take place on a special subscription list during the period 11 April 2022 up to and including 25 April 2022. Payment shall be made in cash no later than three (3) banking days after notification of allotment has been sent. The Board shall have the right to extend the subscription and payment period. The new shares will be issued at a price of SEK 0.13 per share. In the event that all shares are subscribed for, the Company will receive SEK 37,201,816.47 (before issue costs). The premium shall be added to the free premium fund. The new shares carry the right to a dividend for the first time on the record date for dividends that falls immediately after the new share issue has been registered with the Swedish Companies Registration Office and the shares have been entered in the share register at Euroclear Sweden AB. The CEO, or the person appointed by the Board, shall have the right to make the minor adjustments that may be required in connection with the registration of the decision with the Swedish Companies Registration Office and Euroclear Sweden AB.
Decision on directed issue of warrants of series 2022/2025
The AGM resolved to issue a maximum of 5,850,000 warrants with the right to subscribe for new shares in the company, as a result of which the company’s share capital may increase by a maximum of SEK 351,000. The remaining amount will be added to the free share premium fund. The following conditions shall apply. The right to subscribe for the warrants shall, with deviation from the shareholders’ preferential rights, accrue to the company’s newly appointed CEO Tess Mattisson.
Subscription of the warrants shall take place by subscription on the subscription list during the period from and including 1 April 2022 to and including 5 April 2022. The Board of Directors shall have the right to extend the subscription period.
For each warrant subscribed, the warrant holder shall pay a payment corresponding to the warrants’ theoretical market value calculated according to the Black & Scholes option valuation model as of March 31, 2022. Payment for warrants shall be paid in full no later than April 11, 2022. The Board shall have the right to payment period.
Each warrant entitles the holder to subscribe for one (1) new share in the company during the period from 1 July 2025 to 31 December 2025 at a price corresponding to 175 percent of the volume-weighted average price according to Nasdaq First North Growth Markets’ official price list for the share during the period from and including 18 March 2022 to and including 31 March 2022. The new subscription price may not be less than the quota value of the share.
The board decides on allocation. A new share subscribed for through the exercise of a warrant entails the right to a dividend for the first time on the record date for dividends that falls immediately after the subscription has been executed. The principles for the option program have been developed by the company’s board in consultation with external advisors. The motives for the proposal and the reasons for the deviation from the shareholders’ preferential rights are that the company’s new CEO will be offered the opportunity to take part in any value growth in the company’s share, which is expected to lead to increased interest in the company’s development and continued corporate loyalty. The Board believes this is in the interests of all shareholders. Upon full exercise of the warrants on terms applicable at the time of the decision, the number of shares and votes in the company may increase by a maximum of 5,850,000, which corresponds to approximately 2 percent of the number of shares and votes. The dilution effect has been calculated as the number of additional shares at full utilization in relation to the number of shares after full utilization. The terms of the warrants shall, due to the Board’s decision on the rights issue subject to the approval of the Annual General Meeting in accordance with agenda item 6, be recalculated in accordance with § 8 of the complete terms and conditions of the warrants. The option program does not involve any costs for the company other than for its own work and external advisors in connection with the implementation. For this reason, there is no need to take any measures to hedge the program. The CEO is authorized to make the minor adjustments to this decision that may be necessary in connection with registration with the Swedish Companies Registration Office and Euroclear. In view of the risk of the spread of Covid-19 and the authorities’ regulations and advice, the Extraordinary General Meeting was conducted only by advance voting (so-called postal voting) with the support of temporary legal rules. Complete documentation of the Extraordinary General Meeting’s decisions can be downloaded at www.zaplox.com.
For more information, please contact:
Tess Mattisson, VD
Email: [email protected]
Phone: +46 70 690 78 00
Alternatively: [email protected]Certified Adviser
Svensk Kapitalmarknadsgransking AB
Email: [email protected]
Phone: +46 11 32 30 732About Zaplox
Zaplox helps hotels and holiday homes to create a modern and profitable mobile guest experience. Zaplox is a market innovator of the contactless mobile guest travel and mobile key services for the global hotel market with a total market potential of approximately 20 million hotel rooms. Zaplox operates in Europe and North America and offers a software platform to manage guests’ hotel stays. With Zaplox, hotels can offer contactless self-service at check-in and check-out, as well as distribute mobile keys for hotel rooms directly to guests’ mobile phones. Zaplox SaaS solutions add functionality to the hotel’s existing app, or offer the Zaplox premium app which is a cost-effective way for hotels to launch their own app. Zaplox Kiosk helps hotels to offer self-service check-in and check-out. Zaplox integrates with lock and hotel systems, and can replace or coexist with key cards. Zaplox was founded in 2010 at IDEON Science Park Lund, Sweden, and has offices in Europe and the USA. Zaplox’s share is listed on the Nasdaq First North Growth Market. www.zaplox.com.
The following attachments are available for download:
PM_220401_Communication from the Extraordinary General Meeting of Zaplox AB (publ) See full press release and other news from this company on Cision News.
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