The shareholders in CLX
Communications AB (publ), reg. no. 556882-8908 (the "Company"), are
hereby given notice to attend the extraordinary general meeting at
2 p.m. on Monday 5 December 2016 at the conference room Sears
Tower, Färögatan 33, 164 51 Kista, Stockholm. Registration for the
meeting commences at 1:30 p.m.
NOTICE
Shareholders wishing to
participate in the meeting must be entered in the shareholders'
register, kept by Euroclear Sweden AB, on the record date which is
Tuesday 29 November 2016 and notify the Company of their attendance
no later than Tuesday 29 November 2016. Notification can be made
via letter to CLX Communications AB, Box 1206, 164 28 Kista or by
e-mail to egm2016@clxcommunications.com.
The notification shall include
full name, personal identification number or corporate registration
number, address and daytime telephone number and, where applicable,
information about representatives, proxies and assistants. When
given notice about the number of assistants, the above date and
address etc. applies. The number of assistants may not be more than
two (2). In order to facilitate entry to the meeting, notification
should, where applicable, be accompanied by powers of attorney,
registration certificates and other documents of authority.
Personal data obtained from the
share register kept by Euroclear Sweden AB, notices and attendance
at the meeting and information on representatives, proxies and
assistants will be used for registration, preparation of the voting
list for the meeting and, where applicable, the minutes of the
meeting.
NOMINEE
REGISTERED SHARES
Shareholders who have their shares
registered in the name of a nominee must request temporary entry in
the share register kept by Euroclear Sweden AB in order to be
entitled to participate in the meeting. The shareholder must inform
the nominee well in advance before Tuesday 29 November 2016, at
which time the register entry must have been made in order for the
shareholder to be entitled to participate in the meeting.
PROXY
A shareholder represented by proxy
shall issue a power of attorney which shall be dated and signed by
the shareholder. If issued by a legal entity the power of attorney
shall be accompanied by a verified copy of the registration
certificate or, if not applicable, equivalent documents of
authority. Power of attorney forms for those shareholders wishing
to participate by proxy are available on the Company's website
www.clxcommunications.com.
Well in advance before the meeting
a copy of the proxy and any registration certificate shall be sent
to: CLX Communications AB, Box 1206, 164 28 Kista or by e-mail to
egm2016@clxcommunications.com. The original version of the power of
attorney shall also be presented at the meeting.
PROPOSED
AGENDA
1. Opening of the meeting
2. Election of chairman of the
meeting
3. Preparation and approval of the
voting list
4. Approval of the agenda
5. Election of one or two persons
to attest the minutes
6. Determination whether the
meeting has been duly convened
7. The board of directors'
proposal for resolution regarding incentive programme 2016 and
issue of warrants and employee stock options
8. Closing of the meeting
THE BOARD OF
DIRECTORS' PROPOSED RESOLUTIONS
Item 2 |
Election of chairman of the meeting |
The board of directors proposes
that Erik Fröberg is elected to be the chairman of the meeting.
Item 7 |
The board
of directors' proposal for resolution regarding incentive programme
2016 and issue of warrants and employee stock options |
Background and reasons
The Company does not currently
have a share based incentive programme. In view of this, the board
of directors proposes that the general meeting resolves to
implement a long term incentive programme for senior executives and
key employees within the CLX group ("LTI 2016"). The proposal to
implement an incentive programme have been put forward as the board
of directors determines that it is important and in the interest of
the shareholders to create even greater participation for the key
persons and senior executives within the group with regard to the
group's development. It is also important to give reason for
continued employment.
In the light of the above, the
board of directors proposes that the general meeting resolves to
implement the incentive programme LTI 2016 in accordance with item
7 (a) - 7 (c) below. The resolutions under item 7 (a) - 7 (c) below
are proposed to be conditional upon each other and for that reason
it is proposed that all resolutions are to be passed as one
resolution. LTI 2016 is proposed to include up to a maximum of 73
senior executives and key employees within the CLX group.
Proposal
regarding the adoption of LTI 2016 (item 7 (a))
LTI 2016 comprises six (6) series.
Series 1-3 consists of warrants to be transferred to employees. The
warrants of Series 1 have a vesting period of three (3) years, the
warrants of Series 2 have a vesting period of (4) years and the
warrants of Series 3 have a vesting period of five (5) years after
which the holders is entitled to exercise the warrants to subscribe
for shares during a period of three (3) months after each series
vesting period. Series 4-6 comprises of employee stock options.
The board of directors therefore
proposes that the general meeting resolves to issue not more than
1,500,000 warrants, of which not more than 320,000 warrants may be
issued in Series 1, not more than 320,000 warrants may be issued in
Series 2, not more than 320,000 warrants may be issued in Series 3,
not more than 180,000 warrants may be issued in Series 4, not more
than 180,000 warrants may be issued in Series 5 and not more than
180,000 warrants may be issued in Series 6. The right to subscribe
for the warrants of Series 1-6 shall belong to the wholly-owned
subsidiary CLX Communications Holding AB (the "Subsidiary"), which
shall transfer the warrants of Series 1-3 to employees of the
Company and the group and hold warrants of Series 4-6 to ensure
delivery of shares upon exercise of employee stock options in
Series 4-6. Each warrant entitles the holder to subscribe for one
(1) share in the Company. The warrants shall be issued without
consideration to the Subsidiary.
Below is a description of the
terms and conditions for each of the options Series 1-3 and
4-6.
Series 1-3 -
Warrants
The Subsidiary will transfer the
warrants in Series 1-3 to participants at a price corresponding to
the market value of the warrant (the warrant premium).
Each warrant of Series 1-3
entitles the holder to subscribe for one (1) share during each
Series call period at an exercise price corresponding to 150 per
cent of the volume-weighted average price for the Company's share
on Nasdaq Stockholm during the period commencing on 5 December 2016
up to and including 16 December 2016. However, the exercise price
may not be less than the share's quota value of SEK 0.10. Day
without price quotation shall not be included.
The call periods for exercising
the warrants for subscription of shares under each Series are
according to the following:
-
Series 1: during the period commencing on 16
January 2020 up to and including 16 April 2020,
-
Series 2: during the period commencing on 16
January 2021 up to and including 16 April 2021, and
-
Series 3: during the period commencing on 16
January 2022 up to and including 16 April 2022.
The issued warrants of Series 1-3
shall, with deviation from the shareholders' preferential rights,
be able to be subscribed for by the Subsidiary - a wholly owned
subsidiary to the Company - whereafter this company shall offer the
warrants to the participants. The transfer of the warrants in
Series 1-3 shall be made at a price corresponding to the market
value of the warrants (the warrant premium), calculated according
to an established method of valuation (the Black & Scholes
valuation model). The measurement period for the calculation of the
warrant premium using the Black & Scholes valuation model shall
commence on 5 December 2016 up to and including 16 December 2016.
The valuation of the warrants shall be made by an independent
appraiser or auditor firm. The Company shall in connection with the
transfer of the warrants to the participants reserve a pre-emption
right regarding the warrants if the participant's employment or
assignment within the group is terminated or if the participant
wishes to transfer its warrants.
Series 4-6 -
Employee stock options (with warrants as hedging
arrangement)
Each employee stock option
entitles the employee to acquire one (1) share in the Company in
accordance with the following terms and conditions:
-
The employee stock options of Series 4-6 will be
granted without consideration;
-
The employee stock option of Series 4-6 entitles
the holder to acquire one (1) share in the Company at an exercise
price corresponding to 150 per cent of the volume-weighted average
price for the Company's share on Nasdaq Stockholm during the period
commencing on 5 December 2016 up to and including 16 December 2016.
However the exercise price may not be less than the shares quota
value of SEK 0.10. Day without quotation price shall not be
included;
-
Further, for U.S. participants the exercise
price may not be less than 100 per cent of the mean between the
highest and lowest quoted selling prices for the Company's shares
on Nasdaq Stockholm on the trading day immediately preceding the
date that the employee stock option is granted;
-
The employee stock options of Series 4 entitles
the holder to acquire shares during the period commencing on 16
January 2020 up to and including 16 April 2020;
-
The employee stock options of Series 5 entitles
the holder to acquire shares during the period commencing on 16
January 2021 up to and including 16 April 2021;
-
The employee stock options of Series 6 entitles
the holder to acquire shares during the period commencing on 16
January 2022 up to and including 16 April 2022;
-
The employee stock options may not be
transferred or pledged; and
As a general rule, the employee
stock options shall only be available to be exercised if the holder
is still an employee within the group.
Recalculation due
to split, consolidation, new share issue etc.
The exercise price for Series 1-3
and 4-6, determined as set out above, shall be rounded to the
nearest SEK 0.10 whereby SEK 0.05 shall be rounded upwards. The
exercise price and the number of shares that each warrant entitles
to subscription for shall be recalculated in the event of a split,
consolidation, new share issue etc. in accordance with customary
re-calculation terms. If the warrants of Series 1-6 are completely
exercised the Company's share capital will increase with SEK
150,000.
Allocation of warrants,
limitations in the disposition of the warrants and the right to
receive warrants and employee stock options
The participants' right to acquire
warrants and employee stock options have been differentiated with
reference to position, responsibility and working performance in
the group and the participants have for this reason been divided
into three different categories:
Category A -
Members of the group management and a number of important key
employees
Category B -
Senior executives in the group and other key employees
Category C -
Other participants
The right to receive warrants for
employees within Sweden and some of the group's foreign
subsidiaries requires that the participant enter into a pre-emption
agreement with the Company.
Pre-emption shall be made at
market value with regard to the Swedish participants and also with
regard to the foreign participants, to the extent that it does not
cause adverse tax consequences. The warrants are otherwise freely
transferable. The right to receive employee stock options shall
accrue to senior managers and other key employees within, amongst
others, the group's U.S. and UK subsidiaries. The following
allocation applies to the grant of options within each
category.
|
Maximum number of options
for each participant |
Total number of options
within the category |
Category A - not more than 14 people |
50,000 options |
700,000 options |
Category B - not more than 21 people |
20,000 options |
420,000 options |
Category C - not more than 38 people |
10,000 options |
380,000 options |
Board members and the founders shall not be eligible to participate
in LTI 2016.
Proposal regarding issue of warrants in Series 1-3 (item 7
(b))
The board of directors proposes
that the Company shall issue not more than 960,000 warrants for
subscription of shares, whereof not more than 320,000 warrants in
Series 1, not more than 320,000 warrants in Series 2 and not more
than 320,000 warrants in Series 3, whereby the Company's share
capital may be increased by not more than SEK 96,000 at full
subscription, corresponding to approximately two (2) per cent of
the total number of shares and the total number of votes in the
Company.
The right to subscribe for the
warrants shall, with deviation from the shareholders' preferential
rights, only belong to the Subsidiary, with the right and
obligation to dispose of the warrants as described above. Each
warrant entitles the holder to subscribe for one (1) share in the
Company. The warrants will be issued without consideration to the
Subsidiary.
In order to fulfil the commitments
arising from LTI 2016, the board of directors proposes that the
general meeting authorizes that the Subsidiary may assign to a
third party or in another way dispose of the warrants in accordance
with the above.
Proposal regarding issue of
warrants in Series 4-6 (item 7 (c))
The board of directors proposes
that the Company shall issue not more than 540,000 warrants for
subscription of shares, of which not more than 180,000 warrants may
be issued in Series 4, not more than 180,000 warrants may be issued
in Series 5 and not more than 180,000 warrants may be issued in
Series 6, whereby the Company's share capital may be increased by
not more than SEK 54,000, at full subscription corresponding to
approximately one (1) per cent of the total number of shares and
number of votes in the Company.
The right to subscribe for the
warrants shall, with deviation from the shareholders' preferential
rights, only belong to the Subsidiary, with the right and
obligation to dispose of the warrants as described above. Each
warrant entitles the holder to subscribe for one (1) share in the
Company. The warrants shall be issued without compensation to the
Subsidiary.
In order to fulfil the commitments
arising from LTI 2016, the board of directors proposes that the
general meeting authorizes that the Subsidiary may assign to a
third party or in another way dispose of the warrants in accordance
with above.
Costs
The incentive programme is
expected to have a marginal effect on the Company's earnings per
share. Given that the warrants of Series 1-3 shall be transferred
at a price corresponding to the market value of the warrants, no
particular social security costs will arise for the Company in
connection with the transfer of warrants to the participants. The
market value of the warrants is, in accordance with a preliminary
valuation made based on a market value on the underlying share
corresponding to SEK 71.80, SEK 5.9, 7.8, and 9.6 per warrant for
each of the three different call periods, assuming an exercise
price of SEK 107.7 per share. The Black & Scholes valuation
model has been used for valuing the warrants, assuming a risk free
interest of -0.6 per cent and a volatility of 30 per cent.
Costs related to the employee
stock options in Series 4-6 will be accounted for in accordance
with IFRS 2 which stipulates that the employee stock option shall
be recorded as a personnel expense in the income statement during
the vesting period. The total costs for the employee stock options
are expected to amount to SEK 4,200,000 during the term of the
programme.
The total costs, including other
expenses for LTI 2016 related to fees to external advisors,
valuation, own work and for administration of the programme, are
estimated to amount to approximately SEK 5,000,000 during the term
of the programme, under the assumption of a share price of SEK
110.
Effect on
important key ratios
The costs for LTI 2016 amount to
approximately 0.2 per cent of the Company's revenue for the
financial year 2014/2015.
Dilution
Upon exercise of all warrants in
LTI 2016 up to 1,500,000 shares (with reservation for any
re-calculation), equivalent to approximately three (3) per cent of
the total number of shares and votes, may be issued. The
calculation is based on the maximum number of shares and votes
which can be issued divided with the total number of shares and
votes after such issue. Upon full exercise of the warrants, the
Company's share capital will increase with a maximum of SEK
150,000.
Preparation of
the proposal
The proposal to the incentive
programme LTI 2016 has been prepared by the board of directors of
the Company.
The reason for
the deviations from the shareholders' preferential rights
The reason for the deviation from
the shareholders' preferential rights is to implement an incentive
programme for the senior executives and key employees in the
Company and the group.
Majority
requirement
A resolution to approve the
present proposal is valid only where supported by shareholders
holding not less than nine-tenths (9/10) of both the shares voted
for and of the shares represented at the meeting.
Authorization
It is further proposed that the
board of directors, or a person appointed by the board of
directors, is authorized to undertake such minor adjustments in the
decision that may be required for the registration with the Swedish
Companies Registration Office and Euroclear Sweden AB and that the
board of directors shall have the right to undertake such minor
adjustments to the incentive programme due to applicable foreign
rules and laws.
OTHER
INFORMATION
There are, as of the day of this
notice, 48,648,645 shares and votes in the Company. As of the day
of this notice, the Company hold no own shares.
SHAREHOLDERS'
RIGHT TO REQUEST INFORMATION
Pursuant to Chapter 7 section 32
of the Swedish Companies Act (Sw. aktiebolagslagen) the board of
directors and the CEO are under a duty to, if any shareholder so
requests and the board of directors and the CEO deems that it can
be made without material damage to the Company, provide
information, regarding circumstances which may affect the
assessment of a matter on the agenda or of the Company's economic
situation.
DOCUMENTATION
The board of directors'
comprehensive proposal pursuant to item 7 and the documentation
referred to in Chapter 14 Section 8 of the Swedish Companies Act
will be kept available at the Company's office not later than three
weeks before the meeting. The documents will be sent free of charge
to shareholders who so request and state their postal address. The
documents will also be made available not later than the
aforementioned date on the Company's website
www.clxcommunication.com. All the above mentioned documents will
also be presented at the general meeting.
_______________
Stockholm in November 2016
The board of directors
Press release (PDF)
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: CLX Communications AB (publ) via
Globenewswire
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