THIS PRESS RELEASE IS NOT INTENDED FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, SWITZERLAND, SINGAPORE, SOUTH AFRICA, OR IN ANY JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL.
This is a non-official translation of the Swedish original wording. In case of differences between the English translation and the Swedish original, the Swedish text shall prevail.
At the extraordinary general meeting in FormPipe Software AB (publ) (the “Company”) held today, on 7 June 2012, the following resolutions were adopted:
Rights issue etc.
The extraordinary general meeting resolved to approve the board of directors’ resolution, of 6 May 2012, to issue new shares with preferential right for the existing shareholders. According to the terms set by the board of directors, as announced on 4 June 2012, each, on the record date 13 June 2012, held share in the Company, entitles the holder to three (3) subscription rights. One (1) subscription right entitles the holder to subscribe for one (1) new share in the Company at a subscription price of SEK 3.40 per share. The resolution means that the Company’s share capital increases with a maximum of SEK 3,670,094.10 and that the number of shares in the Company increases with a maximum of 36,700,941 shares. By the rights issue, the Company expects to receive approximately SEK 125 million in issue proceeds before issue costs. The rights issue is fully granted by subscription undertakings and underwriting undertakings.
Detailed terms of the rights issue will be included in the prospectus expected to be published around 13 June 2012.
To enable the resolution to approve the rights issue, it was also resolved to amend the articles of association as to the limits for the Company’s share capital and number of shares.
The extraordinary general meeting resolved to amend the limits for the share capital in the articles of association from the current minimum of SEK 500,000 and a maximum of SEK 2,000,000 to a minimum of SEK 2,000,000 and a maximum of SEK 8,000,000 and to amend the limits for the number of shares from the current minimum of 5,000,000 shares and maximum of 20,000,000 shares to a minimum of 20,000,000 shares and a maximum of 80,000,000 shares.
The record date at Euroclear Sweden AB for participating in the rights issue is on 13 June 2012. In order to participate in the rights issue shares must be held at least three days before the record date, which is on 8 June 2012. Last day of trading in the Company’s shares, including preferential rights to participate in the rights issue, is therefore on 8 June 2012.
For further information, please contact
Christian Sundin, CEO of FormPipe Software AB, +46 (0)705 67 73 85
For more information about the Company, please go to www.formpipe.se
Stockholm, 7 June 2012
FormPipe Software AB (publ)
The above information has been made public in accordance with the Securities Market Act and/or the Financial Instruments Trading Act. The information was released at 18:30 on 7 June 2012.
About FormPipe Software
FormPipe Software AB (publ) is a software company within ECM (Enterprise Content Management). We develop and supply ECM products for the structuring of information in larger companies, authorities and organisations. Our software helps organisations to capture, manage and place information in a context. Reduced costs, minimised risk exposure and structured information are benefits gained from using our ECM products.
FormPipe Software was established in 2004 and has offices in Stockholm, Uppsala, Linköping and Copenhagen. FormPipe Software AB (publ) is quoted on NASDAQ OMX Stockholm.
IMPORTANT INFORMATION
This press release and the information contained herein is not for release, publication or distribution, directly or indirectly, in or into, and is not to be addressed to persons domiciled or situated in, the United States, Australia, Canada, Hong Kong, New Zealand, South Africa or Japan, or any other country or any other jurisdiction in which it is unlawful to buy or to sell the subscription rights, the shares or the paid subscription shares, and may not be reproduced by any means, in whole or in part.
The information on the Rights Issue in this press release is not an offer to acquire, subscribe to or by other means trade in shares, subscription rights or other securities in FormPipe Software. A prospectus regarding the Rights Issue and the subsequent quotation of new shares on NASDAQ OMX Stockholm will be produced and submitted to Finansinspektionen (the Swedish Financial Supervisory Authority). Subsequent to Finansinpektionen's approval and registration of the prospectus, it will be released and its availability maintained on, inter alia, FormPipe Software's website.
The forwarding, distribution, reproduction or display of this press release may in certain jurisdictions be subject to legal restrictions, and persons who gain access to this, or portion of this, should apprise themselves of and comply with such legal restrictions.
This press release, and the information contained herein, neither constitutes, or constitutes part of, an offer to sell shares or other securities, nor an exhortation to buy or subscribe to shares or other securities, in the United States, Australia, Canada, Hong Kong, New Zealand, South Africa or Japan, or any other jurisdiction in which such an offer or exhortation to buy, subscribe to or sell shares or other securities would necessitate a further prospectus or registration measures or other measures than those which ensue from Swedish Law, or would not be lawful without registration or applicable exemption from registration in accordance with the laws pertaining to securities in such jurisdiction.
The subscription rights, the paid subscription shares and the new shares have not and will not be registered in accordance with the United States Securities Act of 1933 in its most recent form (“Securities Act”) or in any jurisdiction outside Sweden. Securities may, in the absence of such registration, not be offered or transferred within the United States or to so-called U.S. persons (as defined in Regulation S in the Securities Act) other than with the application of an exemption from, or through a transaction that is not comprehended by, the registration stipulations of the Securities Act.
