Notice regarding capital increase in Agromino A/S
Notice regarding capital increase in Agromino A/S
On 1 June 2021 (the “Decision Date”) the Board of Directors of Agromino A/S adopted a decision to utilize its authorisation to increase the share capital of the company by issuance of a minimum of nominally EUR 2,489,512.30 and not more than nominally EUR 4,979,024.6 new shares divided into at least 24,895,123 shares and not more than 49,790,246 shares at a nominal value of EUR 0.1 per share.
1. TERMS FOR THE CAPITAL INCREASE
The terms for the capital increase are as follows:
1. Currently, the share capital is nominally EUR 2,489,512.3 divided into 24,895,123 shares of EUR 0.1. Upon completion of the subscription of new shares, the share capital will amount to at least EUR 4,979,024.6 and not more than EUR 7,468,536.9.
2. The increase will comprise at least 24,895,123 shares and not more than 49,790,246 shares at a nominal value of EUR 0.1.
3. The new shares are offered with pre-emption rights for the existing shareholders pro rata to their current shareholding at a ratio of 1:2, meaning that any one (1) existing share equals a right to sub-scribe for two (2) new shares.
4. In case of oversubscription or subscription of new shares in excess of a shareholder’s pre-emption right, the Board of Directors will decide the handling hereof at its discretion, including allotment of or refusal to subscribe for new shares. The Board of Directors will provide confirmation on the allotment of shares to the subscribers immediately after the expiry of the Subscription Period, if the conditions for completing the capital increase are fulfilled. The Board of Directors is entitled to refuse any and all offers to subscribe for new shares in case of oversubscription meaning that the decision to increase the share capital of the Company will cease to be effective. In the event that a capital increase is not implemented, the authorization shall remain unchanged, and the Board of Directors may utilize its authorisation to increase the share capital at any other time.
5. In case of undersubscription, the decision to increase the share capital of the company by issuance of new shares will cease to be effective and the Board of Directors may correspondingly utilize its authorisation at any other time.
6. The new shares are offered at a subscription rate of 240 equivalent to a price per share of EUR 0.24.
7. The subscription period runs from the Decision Date and until 14 days thereafter (i.e. subscriptions shall be received on 15 June 2021 at the latest).
8. The payment period runs from the expiry of the Subscription Period and until 8 days thereafter, (i.e. payment shall be received on 23 June 2021 at the latest).
2. SUBSCRIPTION OF SHARES
Shareholders of Agromino A/S who wish to exercise their pre-emption rights in full or in part, or, for the case that not all pre-emptive rights are exercised, otherwise wish to subscribe for any remaining shares, please forward a written confirmation with signature certified by way of a notary or by similar means to Agromino A/S, c/o Advokatfirmaet Poul Schmith Kalvebod Brygge 32, 1560 Copenhagen V, Denmark or c/o Resilient a.s., Churnajevova 10, 143 00 Prague 12-Modřany, Czech Republic for receipt no later than at the expiry of the Subscription Period (i.e. 15 June 2021 at the latest). The confirmation must contain (i) detailed contact information, including name, business registration no. (if relevant), address, phone and e-mail address, and (ii) the number of shares which the shareholder wants to subscribe for by exercise of pre-emption right and/or by subscription of any remaining shares at the subscription price of EUR 0,24 per share.
After expiry of the Subscription Period, the Board of Directors will immediately provide a notice to the subscribers who have offered to subscribe for shares. The notice will include the allotment of new shares and payment details and will be communicated to each shareholder by e-mail notice to the e-mail address specified in the confirmation.
Subscription of new shares will become binding upon receipt of the notice from the Board of Directors, however, subject to the shareholder paying for the new subscribed shares within the deadline. If payment is not received within the payment period, any subscription of new shares so not paid for will lapse, and such new shares will consequently not be issued.
The new shares shall be paid for according to the payment details provided in the notice within a period which runs from the expiry of the Subscription Period and until 8 days thereafter, i.e. 23 June 2021 at the latest. After expiry of the period for payment, the company will ensure registration of the share capital increase and the registration of the newly issued shares in the shareholder register. Rights attached to subscribed shares will arise on the date of share capital increase in the register of the Danish Business Authority.
Please note that any written confirmation regarding subscription of shares is deemed an offer to Agromino to subscribe for new shares and thus subject to Agromino’s acceptance of such offer. Accordingly, Agromino is entitled to refuse an offer to subscribe for new shares based on objective reasons.
Any questions may be raised to the Board of Directors of Agromino A/S.
Date: 1 June 2021
The Board of Directors of Agromino A/S
Agromino is an integrated soft commodities production, storage and trading company with operations in Ukraine and Russia.
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This information was submitted for publication at 14:30 CET on 1 June 2021.