COPENHAGEN, Denmark, 6 November 2024 – Napatech (OSLO: NAPA.OL) today reports that it will increase its share capital by a nominal amount of DKK 28,600.50 corresponding to 114,402 new shares as a consequence of the exercise of warrants as part of Napatech’s incentive programs.
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• A nominal amount of DKK 10,666.50 at NOK 147.331,20, corresponding to NOK 3.45 per one new share of DKK 0.25 (and pursuant to article 7.4 of the articles of association),
• A nominal amount of DKK 3,887.50 at NOK 23,325, corresponding to NOK 1.50 per one new share of DKK 0.25 (and pursuant to article 7.5 of the articles of association),
• A nominal amount of DKK 3,562.50 at NOK 73,915, corresponding to NOK 5.19 per one new share of DKK 0.25 (and pursuant to article 7.6 of the articles of association), and
• A nominal amount of DKK 1,875 at NOK 147,750, corresponding to NOK 19.70 per one new share of DKK 0.25 (and pursuant to article 7.7 of the articles of association).
• A nominal amount of DKK 8,609 at NOK 8,609, corresponding to DKK 0.25 per one new share of DKK 0.25 (and pursuant to article 7.8 of the articles of association)
The new shares are ordinary shares without any special rights and are freely transferable negotiable instruments. The new shares give rights to dividends and other rights in relation to the company as of the registration date with the Danish Business Authority. The new shares will be listed on the Oslo Stock Exchange as soon as possible thereafter.
The capital increase is carried out without any pre-emption rights for existing shareholders or others and is expected to be carried out in the next few days.
Correction of warrants issued to the board of directors
Furthermore, Napatech reports that it has corrected the amount of warrants issued pursuant to article 7.8 of the articles of association.
At the annual general meeting held on 27 April 2023, a proposal was made to increase the authorization to issue warrants to the board of directors in accordance with article 7.8 of the Company’s articles of association with 40,000 warrants corresponding to a nominal amount of DKK 10,000, and to extend the term of the authorisation to 31 March 2024. As the authorisation under article 7.8 gives the warrant holders, not being employees of the company, the right to subscribe for new shares at a favorable price, the resolution was subject to at least 90 percent of the votes being in favor of the resolution. However, 24.31 percent of the votes were cast against the resolution and, accordingly, the reso-lution was in principle not adopted by the general meeting.
However, the then chairman of the annual general meeting erroneously concluded that the authorization had been adopted by the general meeting, resulting in a wrongful increase of the authorization. Prior to this resolution, a remaining amount of 74,506 warrants could be issued, and following this resolution, the remaining amount increased to 114,506 warrants (i.e. a total increase of 40,000 warrants or a nominal amount of DKK 10,000).
Following this increase, the total remaining amount of 114,506 warrants were issued on 8 March 2024.
The company has since become aware that of the 114,506 warrants issued on 8 March 2024, 40,000 warrants should not have been eligible for issuance. However, since the general meeting’s resolution to increase the warrant pool at the general meeting held on 27 April 2023 was erroneously deemed as adopted by the then chairman of the general meeting, and that the resolution has not been challenged by any shareholders, it has, from a strict company law perspective, thus become valid.
Therefore, in order align with the general meeting’s decision on 27 April 2024, the company has decided to cancel an amount of 40,000 warrants issued on 8 March 2024, and enter into amendments to the grant letters with the relevant warrant holders setting out that their respective pro-rata portion of the 40,000 warrants have been cancelled. The company has further decided to reflect this correction in the articles of association.
The company notes that this error was discovered and corrected before the 40,000 erroneously issued warrants had been exercised. Therefore, this issue has not had any impact on the Company’s issued share capital.
For additional information, please contact:
Heine Thorsgaard, CFO
E-mail: htg@napatech.com
Kilde
