The extraordinary general meeting (“EGM”) of Element ASA (the "Company”) called for on 24 February 2021 was held today. All resolutions were approved by the EGM as proposed by the Board of Directors and the Nomination Committee.
The minutes from the extraordinary general meeting has been published through a separate stock exchange notice, and will also be available at www.Elementasa.com.
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The EGM has inter alia approved:
• the issuance of 27,000,000 consideration shares (“Consideration Shares”) and 3,000,000 warrants to Distributed Ledger Technologies, LLC in connection with the acquisition of Distributed Ledger Technologies Ireland, Limited pursuant to the Company’s share exchange agreement (“SEA”);
• the issuance of 7,000,000 new shares (“Private Placement Shares”) and 3,000,000 warrants to Company’s board members and management, and to certain cornerstone investors;
•the issuance of 1,400,000 warrants to members of an advisory board;
•amendment of the articles of association of the Company including the change of the company name from Element ASA to DLT ASA;
•change of the composition of the Board of Directors;
•the grant of 1,000,000 share options to each of James Haft and David Johnston; and
•the grant of 1,000,000 share options to Thomas Christensen, and 500,000 share options to each of Viggo Leisener and Kari Mette Toverud.
The resolutions are subject to completion of the SEA. It is expected that the SEA will be completed within 5 business days. The Company’s new share capital will be NOK 84,954,971.20 divided by 53,096,857 shares, each of par value NOK 1.60 following registration of the share capital increases pertaining to the issuance of the Consideration Shares and the Private Placement Shares (the “New Share Capital”).
Subject to completion of the SEA and the registration of the relevant resolutions referred to above in the Norwegian Register of Business Enterprises, including the share capital increases pertaining to the Consideration Shares and the Private Placement Shares:
• Distributed Ledger Technologies, LLC will receive 27,000,000 Consideration Shares and 3,000,000 warrants, and will subsequently have a total holding of 27,000,000 shares, equal to 50.9% (rounded) of the New Share Capital and votes in the Company, and 3,000,000 warrants, equal to 5.6% (rounded) of the New Share Capital in the Company. Distributed Ledger Technologies, LLC will therefore cross the threshold of the Norwegian Securities Trading Act § 6-1. Distributed Ledger Technologies, LLC will pursuant to the SEA distribute all Consideration Shares and warrants to its ultimate owners within 21 calendar days after the date the Consideration Shares are delivered to Distributed Ledger Technologies, LLC pursuant to the SEA (the “Distribution”).
• Easy2connect AS, a company controlled by Thomas Christensen, chairman of the board of directors of the Company, will receive 300,000 Private Placement Shares and Thomas Christensen will receive 1,000,000 share options. Following the Distribution, Christensen will receive 2,500,000 Consideration Shares and 500,000 warrants, and will subsequently personally and through Easy2Connect AS, have a total holding of 4,360,000 shares, equal to 8.2% (rounded) of the New Share Capital and votes in the Company, as well as 500,000 warrants and 1,100,000 share options, each warrant and share option giving the right to receive one share in the Company on certain terms and conditions, equal to 3 % (rounded) of the New Share Capital in the Company if all of the warrants and share options are exercised.
• Duo Jag AS, a company controlled by Viggo Leisner, member of the board of directors of the Company, will receive 500,000 Private Placement Shares and Viggo Leisner will receive 500,000 share options, and will subsequently hold 550,000 shares of the Company and 500,000 share options.
• Kari Mette Toverud, member of the board of directors of the Company, will receive 100,000 Private Placement Shares and 500,000 share options, and will subsequently have a total holding of 128,412 shares and 543,000 share options.
• Finance Resources GJ AS, a company controlled by Geir Johansen, current CEO of the Company, will receive 100,000 Private Placement Shares, and will subsequently have a total holding of 100,000 shares and 50,000 share options.
• Following the Distribution, Palcapital LLC will receive 7,273,903 Consideration Shares, and 1,000,000 warrants. Palcapital LLC is controlled by James Haft. James Haft will further, in connection with the transaction, receive 1,000,000 share options. Haft will directly and indirectly through affiliates subsequently hold 8,923,903 shares, equal to 16.81% (rounded) of the New Share Capital and votes in the Company, and 1,000,000 warrants and 1,050,000 share options, each warrant and share option giving the right to receive one share in the Company on certain terms and conditions, equal to 3.72% (rounded) of the New Share Capital in the Company, if all of these warrants and share options are exercised.
• Following the Distribution, Yeoman’s Capital LLC and Yeoman’ Capital LP will receive 4,365,306 and 3,466,278 Consideration Shares, respectively. In addition, Yeoman’s Capital LLC will, through the Distribution, receive 1,000,000 warrants. Yeoman’s Capital LLC and Yeoman’ Capital LP are controlled by David Johnston. David Johnston will further, in connection with the transaction, receive 1,000,000 share options. Johnston will directly and indirectly through affiliates subsequently hold 7,831,584 shares, equal to 14.75% (rounded) of the New Share Capital and votes in the Company, and 1,000,000 warrants and 1,000,000 share options, each warrant and share option giving the right to receive one share in the Company on certain terms and conditions, equal to 3.63% (rounded) of the New Share Capital in the Company, if all of these warrants and share options are exercised.
For further information, please contact:
Thomas Christensen Chairman +47 9225 5444
This information is subject to the disclosure requirements pursuant to Regulation EU 596/2014 article 19 and sections 4-2 and 5-12 of the Norwegian Securities Trading Act.
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