EFORE PLC Stock Exchange Release 25 February 2020 at 11.30 a.m
RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF EFORE PLC
The Extraordinary General Meeting of Efore Plc was held on 25 February 2020 in Helsinki.
AMENDMENT OF THE ARTICLES OF ASSOCIATION: NEW NAME AND DOMICILE
The Extraordinary General Meeting approved the proposal of the Board of Directors to amend paragraph 1 of the Articles of Association to read as follows:
1 § Company name and domicile
The name of the company is Enedo Oyj and its parallel company name is Enedo Plc. The company’s domicile is Vantaa.
The amendment of the Articles of Association will come into force upon registration in the trade register.
REDUCTION OF THE SHARE CAPITAL
The Extraordinary General Meeting resolved on the proposal of the Board of Directors to reduce the company’s registered share capital from EUR 15,000,000 with EUR 14,900,000 to EUR 100,000 and that the reduced amount of EUR 14,900,000 is transferred to the invested unrestricted equity fund.
The reduction of the share capital requires a public notice in accordance with the Companies Act. The Board of Directors makes all decisions regarding the practical measures related to the reduction of the share capital. The arrangement does not require any measures from the shareholders.
REVERSE SHARE SPLIT AND THE DIRECTED SHARE ISSUE AND REDEMPTION RELATED TO IT
The Extraordinary General Meeting resolved on the proposal of the Board of Directors to decrease the quantity of shares without reducing the share capital. The company redeems from each shareholder without compensation a number of shares obtained by multiplying the number of shares held by each shareholder with a factor of 49/50 on the Transaction Day as defined below, i.e., for every existing 50 shares, 49 shares shall be redeemed (the “Redemption Ratio”).
To avoid fractions of shares, the company will transfer treasury shares in a directed share issue without compensation so that the number of shares in the book-entry account of each shareholder is made divisible by 50 on the Transaction Day. The maximum amount of treasury shares transferred by the company is 49 multiplied by the number of book-entry accounts on the Transaction Day in which the company's shares are held. The maximum amount of transferred shares is 217,217 shares. The Board of Directors was authorized to decide upon all other matters related to the transfer of shares without compensation.
The reverse share split date (“Transaction Day”), on the basis of which the number of shares to be transferred to and redeemed from a shareholder is determined, is 27 February 2020. The reverse share split is carried out in the book-entry system after the stock market trading has ended on the Transaction Day. The annulment of the shares and the company’s new total number of shares will be entered in the trade register approximately on 28 February 2020, at the latest. Trading with the company’s new total number of shares will begin at Nasdaq Helsinki with a new ISIN-number approximately on 28 February 2020.
When carrying out the reverse share split, the shares redeemed without compensation will be annulled immediately after the redemption, by a resolution of the Board of Directors.
The arrangement does not require any actions from the shareholders. If necessary, the trading with the company’s shares in Nasdaq Helsinki is temporarily suspended to make the necessary technical arrangements in the trading facility after the Transaction Day.
The Extraordinary General Meeting resolved on the proposal of the Board of Directors to amend the authorization given by the Annual General Meeting on 11 April 2019 to issue shares as well as option rights and other special rights so that the authorization would comprise a total of a maximum of 1,686,500 shares, which corresponds to approximately 20 per cent of the shares in the company after the registration of the share split.
EFORE PLC
BOARD OF DIRECTORS
For further information please contact Mr.Vesa Leino, CEO, tel. +358 40 759 8956.
DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
Efore Group
Efore is an international Group which develops and produces demanding power products. Efore's head office is based in Finland and its sales, marketing and R&D functions are located in Finland, Italy and the United States of America. In the financial year ended on December 2019, consolidated net sales of continuing operations totalled EUR 43.3 million and the Group's personnel averaged 388. The parent company's share is quoted on the Nasdaq Helsinki Ltd.