Bulletin from the Extraordinary General Meeting in Anoto Group AB (publ) on 4 May 2023
Stockholm, 4 May, 2023 – At the Extra General Meeting (the “EGM”) in Anoto Group AB (publ) (“Anoto” or the “Company”) on 4 May 2023, the following main resolutions were adopted.
Adoption of new articles of association
The EGM resolved , with unanimous vote, to adopt new articles of association in which the limits of the share capital in § 4 were changed to be no less than SEK 92,000,000 and not more than SEK 368,000,000 and the limits of the number of shares in § 5 were changed to be no less than 230,000,000 and not more than 920,000,000 shares.
Reduction of the share capital without redemption of ordinary shares
The EGM resolved , with unanimous vote, to reduce the share capital with SEK 46,122,393.450086. The reduction is carried out without redemption of ordinary shares by changing the share quota value from approximately SEK 0.60 to SEK 0.40 per share. The reduction amount shall be allocated to a non-restricted reserve to be used in accordance with the shareholder´s resolution.
The reduction of share capital by changing the quota value is made in order to enable adjustment of the subscription price in the rights issues resolved on by the board of directors, subject to the approval of the general meeting (items 9 and 10 on the agenda). After the reduction, the share capital will amount to SEK 92,244,785.60 divided into 230,611,964 ordinary shares (prior to the rights issue), each share with a quota value of SEK 0.40.
New share issue of ordinary shares with deviation from the shareholders preferential rights
The EGM resolved, with required majority, to approve the board of directors’ resolution on April 5 2023 to increase the Company’s share capital by up to SEK 20,000,000 through the issue of up to 50,000,000 new ordinary shares, each with a quota value of SEK 0.40 (the “Directed Issue”). With deviation from the shareholders’ preferential rights, the new shares may only be subscribed for by Beof Company LTd. All shares have been subscribed for.
The reason for the deviation from the shareholders’ preferential rights is that the Company is in great need of capital and the board of directors assesses that the expected issue proceeds in a time and cost-effective manner enable the Company to (i) ensure repayment of overdue loans, and (ii) ensure financing of components in order to enable the delivery of digital pens according to a potential order that the Company is currently negotiating with a government in the Middle East. The order and the license agreement that the order is expected to entail will, in the board of director’s opinion, contribute with great value for the Company’s shareholders, which justifies the issue’s deviation from the shareholders’ preferential rights. Furthermore, the Directed Issue enables the Company to carry out the share issue according to item 10 in the notice with a guarantee undertaking from Beof Company Ltd of SEK 10 million. The subscription price has been determined based on the closing price of the Company’s ordinary share on Nasdaq Stockholm on April 4, 2023 of SEK 0.39 per share, which means that the subscription price corresponds to a premium of approximately 2.6 percent.
Rights issue of ordinary shares with preferential rights for the Company´s shareholders
The EGM resolved, with required majority, to approve the board of directors’ resolution on April 5 2023 to increase the Company’s share capital by up to SEK 20,498,841.20 through the issue of up to 51,247,103 new ordinary shares, each with a quota value of SEK 0.40 (the “Rights Issue”). For each ordinary share held on the record date, the shareholder receives one subscription right, whereby nine subscription rights entitle to subscribe for two new ordinary shares. In case not all shares have been subscribed for, the board of directors shall decide that allotment of shares subscribed for without subscription rights shall take place up to the maximum amount of the issue, whereby the board of directors primarily will allot shares to those who also subscribed for shares based on subscription rights, and in the event of over subscription, pro rata to their subscription based on subscription rights. Secondly, the board of directors will allot shares to those who subscribed for shares without subscription rights, and if full allotment cannot be made, pro rata to their subscription. To the extent not possible, allotment shall be made through drawing of lots, and finally, subject to such allocation being required in order for the issue to be fully subscribed, to the guarantors of the issue with allotment in relation to their respective subscription (based on the guarantee undertakings). The record date for determining which shareholders shall be entitled to subscribe for new shares on a preferential basis shall be 10 May 2023. The subscription price corresponds to the quota value, i.e. SEK 0.40, which in the case of full subscription provides issuing proceeds of up to SEK 20,498,841.20.
Bonus issue
The EGM resolved, with unanimous vote, decide to carry out a bonus issue thereby increasing the share capital with SEK 46,122,393.450086 by making use of the Company’s non-restricted equity. The bonus issue is carried out without issuing new shares.
Reduction of the share capital without redemption of ordinary shares
The EGM resolved, with unanimous vote, to reduce the Company’s share capital by an amount in SEK corresponding to no more than the total increase in the share capital pursuant to the resolution on the Directed Issue and the Rights issue resolved upon as set out above (SEK 40,498,841.20) minus the minimum amount required for the share’s quotient value after the reduction to correspond to a whole number of öre. The reduction of the share capital will be made without redemption of shares by changing the share quota value. The reduction amount shall be allocated to a non-restricted reserve to be used in accordance with the shareholders’ resolution.
The reduction of share capital by changing the quota value is made in order to ensure that the above mentioned resolutions on the reduction of the share capital, the rights issue and the bonus issue together do not result in a change in the Company’s share capital.
For further information, please contact:
Joonhee Won, CEO, Anoto Group AB (publ)
For more information about Anoto, please visit www.anoto.com or email ir@anoto.com
This information was released for public disclosure, through the agency of the contact person above, on 4 May, 2023 at 13:45 CEST.
About Anoto Group
Anoto is a publicly held Swedish technology company known globally for innovation in the area of information-rich patterns and the optical recognition of those patterns. It is a leader in digital writing and drawing solutions, having historically used its proprietary technology to develop smartpens and related software. These smartpens enrich the daily lives of millions of people around the world. Anoto currently has three main business lines: Livescribe retail, Enterprise Forms and OEM. Anoto also owns Knowledge AI, a leading AI based education solution company, as its majority-controlled subsidiary. Anoto is traded on the Small Cap list of Nasdaq Stockholm under ANOT.