Election of Board members
As Bure’s Board of Directors, the AGM re-elected sitting Board members Håkan Larsson, Eva Gidlöf, Carl Björkman and Mathias Uhlén, with Björn Björnsson as Board Chairman.
Incentive scheme regarding the issuance of subscription warrants
The AGM approved the issuance of a maximum of 990,000 subscription warrants granting entitlement to subscription for a maximum of 990,000 shares in Bure Equity AB. The subscription warrants will be issued at a price corresponding to their market value on the date of issue, calculated according to the Black and Scholes model. At the time of the notice to attend the AGM, this was estimated at SEK 1.31 per warrant. Subscription and payment for the warrants will be completed no later than 1 June 2011. The warrants will be issued by the subsidiary Skanditek AB with the right and obligation to transfer these to senior executives and key personnel in the Parent Company. The price of transferred subscription warrants will be equal to their issue price. The warrants may be exercised for subscription to shares during the period from 1 June 2013 until 1 June 2014 at a subscription price equal to 140% of the market value on the date of issue. The full exercise of all warrants covered by the decision will lead to an increase in the share capital by SEK 5,871,763, resulting in a dilutive effect of around 1.1% on the number of shares and votes in Bure Equity AB.
Resolution regarding a voluntary redemption procedure
The AGM resolved to approve a reduction in the company’s share capital by a maximum of approximately SEK 26,716,303.36 through the cancellation of not more than 4,482,286 shares, each with a quota value of approximately SEK 5.96. The purpose of the reduction is to repay capital to the company’s shareholders in a total amount of not more than SEK 170,326,868.
The reduction will be carried out through a voluntary redemption procedure in which the shares that are finally cancelled in are those shares for which redemption has been requested by the company’s shareholders. The right to request redemption will be granted to shareholders with redemption rights. Each shareholder will receive one (1) redemption right for each share held and twenty (20) such redemption rights will entitle the holder to request redemption of one (1) share in the company. The record date for entitlement to redemption rights will be Thursday, 5 May 2011.
The application period for redemption will run from Tuesday, 10 May 2011, to Friday, 27 May 2011. Trading in redemption rights on NASDAQ OMX Stockholm is intended to take place between Tuesday, 10 May 2011, and Tuesday, 24 May 2011. Recipients of redemption rights will have the right to sell a maximum of 1,000 redemption rights commission-free. For each share redeemed, the holder will receive a cash redemption amount of SEK 38.00.
As a consequence of the redemption procedure, the AGM resolved to authorise the Board to use a bonus issue to increase the company’s share capital by an amount at least equal to the reduction amount, although not more than SEK 26,716,303.36, through a transfer from non-restricted equity. The bonus issue will take place without the issuance of new shares.
Resolution regarding the sale of shares in AB Scandinavian Retail Center
The AGM resolved to approve the company’s sale of the shares in the subsidiary AB Scandinavian Retail Center, corporate identification number 556573-0263 (“the Subsidiary”) to the management of the Subsidiary (i.e. Ola Dolck, Robert Kron, Eva Leonard Lundh and Addi Runolfsdottir) through the joint company AB Grundstenen 135042, 556845-5678, uät Dolck och Partners AB (“the Buyer”). Bure Equity AB currently holds 95.5% of the shares in the Subsidiary. The remaining shares in the Subsidiary are held by the management of the Subsidiary. The Buyer will pay a purchase price of SEK 5,000,000 for the shares in the Subsidiary.
Resolution regarding employee share ownership and option programmes in the subsidiary Mercuri International AB
The AGM resolved to approve incentive schemes in Mercuri International AB in the form of an employee share ownership programme (ESOP) at the group level and through local ESOP plans in which certain employees in the Mercuri group will be given the opportunity to acquire shares in subsidiaries in the Mercuri group. The individuals who will be entitled to acquire shares in the local ESOP plans are the presidents, financial directors and senior consultants in the respective local operating Mercuri companies. In the ESOP plan at the group level, the entitled individuals are employees in Mercuri’s group management, the presidents for certain local markets, regional managers and the partner company. The number of participants in the local ESOP plans is estimated at 50-55.
Through the proposed programmes, Bure Equity AB’s total direct and indirect holdings in Mercuri could decrease from the current 98% to 92% in the event of a maximum outcome.
The AGM authorised the Board to purchase treasury shares during the period until the next AGM. After the buybacks, the company may hold a maximum of 10% of all registered shares in the company.
Utilisation of buyback authorisation
Yesterday’s AGM resolved to authorise the company’s Board of Directors to decide on the purchase of treasury shares in order to adapt the company’s capital structure to the company’s capital requirements at any given time and thereby contribute to greater shareholder value. At the statutory meeting following the AGM, the Board decided to exercise this authorisation.
Shares may be acquired through trading on NASDAQ OMX Stockholm (“the Stock Exchange”), or in accordance with a bid offer to all of the company’s shareholders.
Shares may be acquired during the period from 29 April 2011 until the next AGM. However, no shares will be acquired during a period of 30 days prior to the publication of the quarterly report, including the date of publication. Acquisitions on the Stock Exchange may take place only at a price per share that falls within the registered price interval at any given time. Payment for the shares will be made in cash. Shares may be acquired on one or several occasions.
Bure Equity AB currently holds 0 treasury shares. The total number of shares issued by Bure Equity AB currently amounts to 89,645,727. The maximum number of shares that can be repurchased is thus 8,964,573.
Stockholm, 29 April 2011
Contacts at Bure:
Patrik Tigerschiöld, CEO Andreas Berglin, CFO
Tel. +46 8 – 614 00 20 Tel. +46 8 – 614 00 20
The information contained herein is subject to the disclosure requirements of Bure Equity AB under the Swedish Securities Market Act. The information has been publicly communicated on 29 April 2011, 9:00 a.m. CET.