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AS HansaMatrix draft resolutions of the Extraordinary General Meeting of shareholders to be held on November 30, 2018
Emitents HansaMatrix Akciju sabiedrība (529900S1YDO0MHC8K318)
Veids 2.2. Iekšējā informācija
Valoda EN
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Datums 2018-11-16 21:54:51
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Teksts

Meeting place and time:

November 30, 2018 at 10.00 a.m., at JSC “HansaMatrix” (hereinafter – the Company) legal address Akmeņu iela 72, Ogre, LV-5001, Latvia.

Background and summary for the shareholder decision needed:

The European Investment Bank (EIB) has approved 10 million EUR financing facility (the “Financing Facility”) for the Company to be received in three tranches: first tranche 5 million EUR and two tranches 2.5 million EUR each, with maturity of 5 years from disbursement of each tranche, principal to be repaid by the way of a bullet repayment at maturity. It is planned that the Company will draw down the first tranche and will be able to decide whether to draw the next two Financing Facility tranches, receiving of which will also be subject to the business performance and investment plan implementation status.

The Company is currently in final negotiations with the European Investment Bank and the final agreement is subject to approvals being obtained by both parties.

Part of the EIB Financing Facility in the amount of 5 million EUR (the “Facility A”) would be made available to the Company as an interest free loan subject to the conditions that the Company grants the EIB warrants that can be converted into the shares of the Company representing 10% of the fully diluted share capital of the Company. Warrants are to be issued 5% more than the needed warrant amount (but not awarded to EIB), to provide reserve for the future potential warrant holder dilution. For Tranches 2 and 3 of the Financing Facility in the aggregate amount of 5 million EUR, the agreed interest rate is to be applied and is to be paid by the company, in case the tranches are drawn.

The financing facility will support AS HansaMatrix group’s planned investments, in amount of 20 million EUR in the years 2018-2020. The EIB funding is planned to be mainly dedicated to the co-financing of product R&D activities as well as the development of IT systems, robotics application capabilities in manufacturing, and an increase of the manufacturing capacity in the company’s Ogre and Ventspils manufacturing facilities, all contributing to growing the business. To realize the project the EIB financing is to be complemented with AS HansaMatrix own capital, commercial bank lending and EU fund grants.

The investment program also includes investment in R&D and manufacturing equipment for further development and commercialization of volumetric 3D image technology owned by AS HansaMatrix’ associated company SIA Lightspace technologies.

The Company plans that at the end of 5 year period after the Facility A drawdown the Company, among other things, will be able to purchase the warrants issued at the agreed price from EIB and will be able to cancel the purchased warrants to avoid shareholder dilution. During the life of Financing Facility EIB will have a right to convert warrants to shares of the Company at any time and will have a put option or a right to require the Company to buy any Warrants in case Financing Facility conditions are breached or in case the Financing Facility matures. EIB will also have tag-along rights to sell warrants together with the largest shareholder of the Company in case the largest shareholder of the Company is to sell significant, agreed part of the Company shares.

The issuance of warrants is authorised by Article 244(3) of the Commercial Law whereby it is stated that in case of issuance of such securities the provisions of the law regarding issuance of convertible bonds shall apply.

In order to ensure the fulfilment of these conditions necessary for the receipt of the loan facility, the Company shall issue securities that will grant a holder of such securities the right to exchange the securities with the shares of the Company, that is, the Company shall issue warrants. The Company will transfer these securities to the EIB.

In order to ensure the issuance of warrants and the ability to exchange them for the shares of the Company, the Company shall adopt a decision on the conditional increase of the share capital (conditional share capital) simultaneously with the decision on the issuance of such securities.

In order to meet the conditions for the planned transaction with the European Investment Bank, the shareholders shall adopt a decision on the cancellation of priority rights with regards to warrants to be issued in accordance with Article 246(2) of the Commercial Law. The shareholders do not have the priority rights to the new issue shares pursuant to the provisions of Article 253(1) of the Commercial Law.

Agenda:

  1. On the issuance of warrants and on the conditional share capital increase.

Draft resolution:

  (1) To issue 215 563 convertible warrants;

  (2) To approve the regulations on the issuance of convertible warrants, with the key condition summary attached as a separate document;

  (3) To increase the share capital of the Company with a condition, providing that the amount of the conditional share capital necessary for the issuance of convertible warrants shall be EUR 215 563;

  (4) To approve the regulations on the conditional share capital increase of the Company, with the key condition summary attached as a separate document;

  (5) To cancel the priority rights of shareholders to the newly issued warrants.

 

  1. On amendments to the Articles of Association of the Company

  Draft resolution:

  (1) To approve the amendments to the Articles of Association of the Company that the General Meeting may be convened outside the administrative territory of the Company’s registered address, provided that the General Meeting is convened in a place located within the territory of the Republic of Latvia;

  (2) To approve the consolidated version of the Articles of Association of the Company that include the amendment that the General Meeting may be convened outside the administrative territory of the Company’s registered address, provided that the General Meeting is convened in a place located within the territory of the Republic of Latvia;

 

Investor and media contact:

Māris Macijevskis, CFA
Management Board Member, Finance director
Phone: (+371) 6780 0002
E-mail:
invest@hansamatrix.com

http://www.hansamatrix.com

About AS HansaMatrix”

HansaMatrix is a fast-growing, high-technology company offering product design, industrialization and complete manufacturing services in data networking, Internet of Things, industrial segments and other services to high added value business segments. In addition to complete manufacturing services of OEM products, the company offers an ODM business model to both start-up and established companies that seek product development partnerships.

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