Simris Group AB (the "Company") held an extraordinary general meeting on 24 July 2023. The following resolutions were passed at the meeting.
Resolution on entering into subscription commitments and underwriting agreements
The EGM resolved to enter into subscription commitments and underwriting agreements with Robert Quandt, through JCL Investments GmbH, and Frank Puccio, in order to secure the rights issue.
Robert Quandt and Frank Puccio have communicated their intention to enter into subscription commitments and underwriting agreements whereby Robert Quandt and Frank Puccio undertake to subscribe for shares corresponding to SEK 3,789,927.92 in the event that the forthcoming rights issue is not fully subscribed for, partly by subscribing for their pro rata shares totalling SEK 867,427.92 and partly by guaranteeing SEK 2,922,500 of the rights issue. In accordance with the underwriting agreements, Robert Quandt and Frank Puccio will be entitled to receive guarantee compensation of 20 per cent to be paid in Simris shares by a value corresponding to a total of SEK 584,500 for their guarantee commitments. There is no compensation for their subscription commitments. Robert Quandt and Frank Puccio are obliged under the underwriting agreements to offset the guarantee compensation in the directed share issue.
The general meeting further resolved to authorise the board of directors, or the person appointed by the board of directors, to implement the resolution as set out above and to make such minor adjustments to the aforementioned proposed resolution as may be necessary.
Decision on related party transaction regarding underwriting agreement
The meeting resolved to enter into subscription commitments and underwriting agreements with The Brand Laboratories FZ and Namaqua Holdings Ltd.
The Brand Laboratories FZ had communicated an intention to enter into subscription commitments and underwriting agreements whereby The Brand Laboratories FZ undertakes to subscribe for shares against corresponding to SEK 11,674,947.24 as a guarantee commitment in the event that the forthcoming rights issue is not fully subscribed for. Furthermore, The Brand Laboratories FZ had communicated an intention to subscribe for its pro rata share in the rights issue amounting to SEK 482,855.04. In accordance with the underwriting agreement, The Brand Laboratories FZ shall be entitled to receive a guarantee compensation of 20 per cent to be paid in Simris shares by a value corresponding to SEK 2,334,989.45 for its guarantee commitment. There is no compensation for the subscription commitment. The Brand Laboratories FZ is obliged under the underwriting agreement to offset the guarantee compensation in the directed new issue. The issue guarantee agreement was conditional on approval by the general meeting as the guarantee compensation is considered to constitute a significant transaction with related parties in accordance with the Swedish Securities Council's statement 2019:25.
The agreements are intended to be concluded in order to ensure sufficient financing in connection with the present capital increase.
Related party transaction decision on financing facility
The meeting decided to approve a bridge loan agreement with The Brand Laboratories FZ.
The Company had requested and The Brand Laboratories FZ had accepted the request to enter into an agreement on an extension of the flexible financing facility that The Brand Laboratories FZ provided to the Company on 25 August 2022, and which was extended on 21 April 2023. The agreement was subject to approval by the general meeting of the Company as it is considered to constitute a significant related party transaction in accordance with the Swedish Securities Council's statement 2019:25.
The agreement constitutes a related party agreement with Simris Group due to the fact that the Company's Board of Directors Chairman Steven Schapera is associated with The Brand Laboratories FZ. The agreement has been entered into in order to improve the Company's liquidity.
The decision of the general meeting means that the flexible financing facility will be extended from 25 August 2023 to 31 December 2024. The total outstanding loan amount as of 5 July 2023 amounts to EUR 1,744,378. However, The Brand Laboratories FZ intends to offset EUR 1,000,000 of the outstanding loan amount in the issues. Interest is charged at 1 per cent per month. From 24 July 2023 to 31 December 2024, approximately EUR 140,933 is expected to be paid in interest to The Brand Laboratories FZ. The Company may at any time repay all or part of the outstanding loan amount. If such repayment is made, the Company shall, in addition to the a repayment, also pay an additional repayment fee of five per cent of the repayment amount.
Decision on the rights issue
The meeting resolved on a rights issue of a maximum of 90,151,260 shares, entailing an increase of the share capital with a maximum of SEK 7,831,920.472649. The following conditions shall otherwise apply to the resolution.
1. The right to subscribe for the new shares shall with preferential rights be granted to those who are registered as shareholders in the Company on the record date of 31 July 2023. Holding one (1) existing share gives one (1) subscription right and two (2) subscription rights give the right to subscribe for one (1) new share.
2. It shall also be possible to subscribe for shares without subscription rights. If not all shares are subscribed for with subscription rights, the board of directors shall decide that allotment of shares without subscription rights may be made within the framework of the maximum amount of the issue. Such allotment shall:
a. primarily to such subscribers who have also subscribed for shares by virtue of subscription rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event that allotment to such subscribers cannot be made in full, allotment shall be made pro rata in proportion to the number of subscription rights exercised for subscription of shares and, to the extent that this cannot be done, by drawing lots;
b. secondly to others who have subscribed for shares without subscription rights, and in the event that allotment to these cannot be made in full, allotment shall be made pro rata to the number of shares subscribed for by each person and, to the extent this cannot be done, by drawing lots; and
c. thirdly, the remaining shares shall be allocated to the underwriters in accordance with the underwriting agreement in proportion to the underwriting commitments, and to the extent this cannot be done, by drawing lots.
3. SEK 0.27 shall be paid for each subscribed share. The premium shall be added to the free premium fund. The Board is entitled to decide on payment by set-off in accordance with the rules of the Swedish Companies Act.
4. Subscription of shares shall take place during the period from 2 August 2023 up to and including 16 August 2023. Subscription by virtue of subscription rights shall be made by payment. Subscription without subscription rights shall be made on a separate subscription list and payment shall be made no later than the third banking day after the notice of allotment has been sent to the subscriber. The board of directors is entitled to extend the subscription period and the time for payment.
5. The new shares shall carry a right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been entered in the Company's share register.
6. The Board of Directors or the person appointed by the Board of Directors is authorised to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office and Euroclear Sweden AB.
Resolution on directed new issue and set-off in accordance with Chapter 13, Section 41 of the Swedish Companies Act.
The meeting resolved on a directed new issue of a maximum of 98,648,654 shares, entailing an increase of the share capital by a maximum of SEK 8,570,134.381504. The following conditions shall otherwise apply to the resolution.
1. The right to subscribe for the new shares shall vest in each of Steven Schapera, Frank Puccio, Robert Quandt, Osiris International Trustees Limited as trustee of the Claremont Trust and Mountain High Trust and Trevor Heneck, or their nominees.
2. SEK 0.27 shall be paid for each subscribed share. The board is entitled to decide on payment by set-off in accordance with the rules of the Swedish Companies Act.
3. The share premium shall be added to the unrestricted share premium account.
4. Subscription shall be made by payment or on a subscription list during the period from 18 August 2023 up to and including 22 August 2023. If subscription is made on a subscription list, payment shall be made during the period from 18 August 2023 up to and including 24 August 2023.
5. The Board of Directors is entitled to extend the subscription and payment period.
6. The board of directors is authorised to decide on allotment, which shall not exceed the number of shares that each guarantor has guaranteed through their underwriting agreements, and the shares that each guarantor is entitled to as guarantee compensation, reduced by the number of shares that the guarantors have been allotted within the framework of the rights issue.
7. The new shares shall carry a right to dividends for the first time on the record date for dividends that occurs immediately after the new shares have been entered in the Company's share register.
8. The Board of Directors or the person appointed by the Board of Directors is authorised to make the minor adjustments required for the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB.
Contact Details:
Julian Read
CEO Simris Group AB
Email: ir@simris.com
Mobile: +46767888212
www.simrisgroup.com
About Simris Group AB (PUBL):
Simris Group is a biologics company identifying high value, natural, biologically active compounds found in microalgae and cyanobacteria to extract for applications in skincare, nutrition, and biopharmaceuticals. The company sustainably grows microalgae and cyanobacteria at industrial scale within its photobioreactor facility whereby conditions are optimized for production of these high-value compounds.
Simris Group's shares are traded on the Nasdaq First North Growth Market with the short name SIMRIS and ISIN code SE0008091664.
Certified Adviser is Amudova AB, telephone: 08-546 017 58, email: info@amudova.se.
