VMP Plc -- Company Announcement -- 22 August 2019 at 15.15
VMP PLC: RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting of VMP Plc ("VMP" or the "Company") was held on 22 August 2019 in Helsinki. In order to implement the acquisition of Smile Henkilöstöpalvelut Oyj ("Smile") (the "Acquisition") as announced in VMP's company release published on 5 July 2019, the Extraordinary General Meeting passed resolutions as proposed by the Board of Directors. The Extraordinary General Meeting resolved, as proposed by the Board of Directors, to accept the completion of the Acquisition, payment of an additional dividend and equity repayment, as well as the authorization of the Board of Directors to decide on a directed share issue. Furthermore, the Extraordinary General Meeting resolved on the number of and election of the members of the Board of Directors in connection with the completion of the Acquisition, as further set out below.
Distribution of additional dividend and repayment of equity
In accordance with the terms and conditions of the Acquisition, the Board of Directors have proposed to the Extraordinary General Meeting that an additional dividend and distribution of assets as equity repayment shall be distributed prior to the completion of the Acquisition, the aggregate amount totaling to approximately EUR 3.5 million.
The Extraordinary General Meeting resolved, in accordance with the Board of Directors' proposal, that a dividend of EUR 0.136 per share and equity repayment from the invested unrestricted equity fund of EUR 0.10 per share be paid based on the balance sheet adopted for 2018 in addition to the dividend distributed based on the decision made by the Annual General Meeting held on 28 March 2019.
The dividend and the equity repayment shall be paid to a shareholder, who on the record date on Monday, 26 August 2019 is registered as a shareholder in the shareholders’ register held by Euroclear Finland Ltd. The dividend and the equity repayment shall be paid on 4 September 2019.
Authorizing the Board of Directors to decide on a directed share issue
The Acquisition will be executed as a share exchange, in which Smile’s shareholders will receive 0.8087 new shares in VMP as share consideration for each share in Smile owned by them, in accordance with the company release published on 5 July 2019.
The Extraordinary General Meeting resolved, in accordance with the Board of Directors' proposal, that the Board of Directors of the Company is authorized to resolve upon an issue of up to 10,100,000 new shares in one lot in connection with the completion of the Acquisition and that the share issue will be executed in deviation from the shareholders’ pre-emptive subscription right (directed share issue) to the shareholders of Smile to pay the share consideration in connection with the Acquisition.
The authorization represents approximately 68.2 percent of all the issued shares in VMP, and allows VMP to pay a share consideration representing 40.4 percent of all the issued shares in VMP after the share issuance.
The Extraordinary General Meeting resolved, in accordance with the Board of Directors' proposal, that based on the authorization, the Board of Directors may resolve on all terms and conditions of the share issue, including the subscription price or the contribution in kind, but in a way, that share issuance will not be implemented prior to the record date of the dividend and equity repayment as stated above, thus the new shares issued shall not entitle to the aforementioned dividend or equity repayment.
The Extraordinary General Meeting resolved, in accordance with the Board of Directors' proposal, that the authorization will be valid until 31 December 2019, and that it will not revoke the authorizations granted to the Board of Directors by previous General Meetings.
Amendment of the composition of the Board of Directors in connection with the completion of the Acquisition
The Extraordinary General Meeting resolved, in accordance with the Board of Directors' proposal, to amend the composition of the Board of Directors so that Tapio Pajuharju, Kati Hagros, Liisa Harjula, Paul-Petteri Savolainen and Mika Uotila are re-elected as members of the Board of Directors, and that Timo Laine, Jarno Suominen and Timo Mänty are elected as new members of the Board of Directors, subject to the completion of the Acquisition. The term of Timo Laine, Jarno Suominen and Timo Mänty commences and is notified to be registered in connection with or immediately prior to the registering of the shares to be issued in accordance with the authorization set forth above. If no shares would be issuable in accordance with the authorization set forth above prior to the expiry of the authorization, the election of Timo Laine, Jarno Suominen and Timo Mänty shall become void.
The Extraordinary General Meeting resolved, in accordance with the Board of Directors' proposal, that the term of Joni Aaltonen, Heimo Hakkarainen and Timur Kärki as members of the Board of Directors expires, subject to the completion of the Acquisition. The term of Joni Aaltonen, Heimo Hakkarainen and Timur Kärki expires and the expiry is notified to be registered in connection with or immediately prior to the registering of the shares to be issued in accordance with the authorization set forth above. If no shares would be issuable in accordance with the authorization set forth above prior to the expiry of the authorization, the expiration of the term of Joni Aaltonen, Heimo Hakkarainen and Timur Kärki shall become void.
The number of members of the Board of Directors will be eight (8) as of the commencement of the term of Timo Laine, Jarno Suominen and Timo Mänty.
The Extraordinary General Meeting resolved, in accordance with the Board of Directors' proposal, that the number of and election of the members of the Board of Directors is subject to the completion of the Acquisition.
Helsinki, 22 August 2019
VMP Plc
Additional information:
VMP Plc
Liisa Harjula, Chairman of the Board
liisa.harjula@sentica.fi
tel. +358 (0)40 506 2295
Hannu Nyman, CFO
hannu.nyman@vmp.fi
tel. +358 (0)50 306 9913
Certified Advisor:
Danske Bank A/S, Finland Branch, tel. +358 (0)10 546 7934