Cell Network: Notice of an Extraordinary General Meeting of Shareholders.Business Editors STOCKHOLM, Sweden--(BUSINESS WIRE)--Sept. 7, 2000 The shareholders of Cell Network AB (publ) are hereby convened to an extraordinary general meeting of shareholders on Tuesday, September 19, 2000 at 2 p.m., at the company's office on Kungsgatan 60 in Stockholm. Agenda At the shareholders meeting the following matters shall be dealt with: 1. Opening of the meeting 2. Election of chairman for the meeting 3. Preparation and approval of the voting list 4. Election of one or two persons to check the minutes 5. Consideration whether the meeting has been properly convened 6. Approval of the agenda 7. Presentation of (a) a copy of the latest annual report, with a note regarding the annual general meeting's decision in respect of the company's profit, and a copy of the audit report for the same year; (b) a statement signed by the board regarding events material to the company's position, which have occurred since the submittance of the annual report; (c) a report by the company's auditor on the board's statement. 8. The board's proposal on an increase of the share capital up to SEK SEK In currencies, this is the abbreviation for the Swedish Krona. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 926,668 by issuing 463,334 shares, with the acquisition of 1,100,000 shares in Cell Strategy Ltd. With deviation DEVIATION, insurance, contracts. A voluntary departure, without necessity, or any reasonable cause, from the regular and usual course of the voyage insured. 2. from the preferential pref·er·en·tial adj. 1. Of, relating to, or giving advantage or preference: preferential treatment. 2. right of the shareholders, the right to subscribe for the new shares shall become Ellboniel Belgium SPRL SPRL Space Physics Research Laboratory (University of Michigan) SPRL Société Privée à Responsabilité Limitée SPRL Société de Personnes à Responsabilité Limitée SPRL Signal Processing Research Laboratory and Innovelop Belgium SPRL with 231,667 each, for the contribution in kind of 550,000 shares each in Cell Strategy Ltd. The board's complete proposal and documents in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the Swedish Companies This is a list of Swedish companies: Companies
The stated value of an issued security that remains fixed, as opposed to its market value, which fluctuates. Notes: When referring to fixed-income securities, the nominal value is also the face value. of up to 40,000 SEK with up to 4,000,000 options to subscribe to Verb 1. subscribe to - receive or obtain regularly; "We take the Times every day" subscribe, take buy, purchase - obtain by purchase; acquire by means of a financial transaction; "The family purchased a new car"; "The conglomerate acquired a new company"; new shares may - for the further transfer of options to certain categories in accordance (with (b) below - with deviation from the preferential rights of the shareholders be subscribed to by Mandator AB (a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Cell Network AB). The debt instruments are issued at nominal value in multiples of 1 an issue price corresponding to nominal value with the addition of an amount corresponding to the deemed market value of the debt instruments with options. Each debt instrument shall have 100 options attached. The debt instruments shall not carry interest and shall become due on 30 November 2000. Each option shall give the right to subscribe to one new share during the period from and including 1 October 2003 until and including 31 October 2003 at an issue price corresponding to approximately 150% of the average closing price for shares in Cell Network AB during the period from and including 25 September 2000 until and including 29 September 2000 at OM Stockholmsborsen AB. Standard terms and conditions for recalculation re·cal·cu·late tr.v. re·cal·cu·lat·ed, re·cal·cu·lat·ing, re·cal·cu·lates To calculate again, especially in order to eliminate errors or to incorporate additional factors or data. for subsequent events shall apply. (b) Mandator AB shall following subscription of debt instrument with a right (option) to subscribe for new shares detach de·tach v. 1. To separate or unfasten; disconnect. 2. To remove from association or union with something. the options and transfer them to (A) such employees in Cell Network AB or its Swedish, Norwegian and Danish subsidiaries who are employed until further notice as of 6 October 2000 in lots of 100 options, where each such employees is guaranteed to acquire up to 10 lots; and (B) to categories included in ss. 4, 1 st, 1-3 and 6 p Leo-act as further defined by the board, in such lots as is determined by the board in taking into account seniority and terms and conditions of employment conditions of employment that part of an employment that sets out the duties, responsibilities, hours of work, salary, leave and other privileges to be enjoyed by persons employed, for example a veterinary nurse, in private practice. for relevant categories as well as a reasonable fulfilment ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. of the reasons for the option programme. Application for acquisition shall be made during the period from and including 25 September 2000 until and including 6 October 2000. The price for the options shall be determined as of 29 September 2000 following close of trade in Cell Network AB shares, by Handelsbanken Investment Banking by application of generally accepted methods of calculation (Black & Scholes) so that the price for the options will be in accordance with market value. Mandator AB shall further have the right to subscribe to and retain up to 1,000,000 options which can be transferred to employees in non-Nordic subsidiaries, in acquired enterprises or in other special circumstances special circumstances n. in criminal cases, particularly homicides, actions of the accused or the situation under which the crime was committed for which state statutes allow or require imposition of a more severe punishment. , otherwise on terms suited to local conditions, which may include transfer without compensation, and other deviations from Swedish established practice, as further defined by the board taking into account the reasonable fulfilment of the reasons for the option programme. 9.2 (a) Debt instruments with a nominal value of up to 1,000 SEK with up to 100,000 options to subscribe to new shares may - for the further transfer of options to certain categories in accordance (with (b) below - with deviation from the preferential rights of the shareholders be subscribed to by Mandator AB (a wholly owned subsidiary of Cell Network AB). The debt instruments are issued at nominal value in multiples of 1 SEK at an issue price corresponding to nominal value with the addition of an amount corresponding to the deemed market value of the debt instruments with options. Each debt instrument shall have 100 options attached. The debt instruments shall not carry interest and shall become due on 30 November 2000. Each option shall give the right to subscribe to one new share during the period from and including 10 October 2005 until and including 10 November 2005 at an issue price corresponding to approximately 95% of the average closing price for shares in Cell Network AB during the period from and including 25 September 2000 until and including 29 September 2000 at OM Stockholmsborsen AB. Standard terms and conditions for recalculation for subsequent events shall apply. (b) Mandator AB shall following subscription of debt instrument with a right (option) to subscribe for new shares detach the options and transfer them to employees in Cell Network AB's French subsidiary in lots of 100 options, where each employee in management position is guaranteed to acquire up to 50 lots; and every other employee is guaranteed to acquire up to 10 lots. Application for acquisition shall be made during the period from and including 25 September 2000 until and including 6 October 2000. The options are transferred without compensation. The dilution Dilution A reduction in earnings per share of common stock that occurs through the issuance of additional shares or the conversion of convertible securities. Notes: Adding to the number of shares outstanding reduces the value of holdings of existing shareholders. effect calculated following full exercise of all options corresponds to approximately 4.9% of capital and votes; accumulated ac·cu·mu·late v. ac·cu·mu·lat·ed, ac·cu·mu·lat·ing, ac·cu·mu·lates v.tr. To gather or pile up; amass. See Synonyms at gather. v.intr. To mount up; increase. with previously issued, non-expired and non-exercised options, the dilution effect is approximately 9.5% of capital and votes. The board's complete proposal and documents in accordance with the Swedish Companies Act, Chapter 4 Sections 4 and 6 are available at the company from and including September 12, 2000 and will be sent on request. The board's reasons for the above proposal is that a personal long term ownership by the employees can be expected to stimulate increased interest in the business and development of the company, enhance motivation and relationship with the company-group, which however will be achieved only if an option programme where appropriate is suited to local tax- and market conditions. 10. Closing of the meeting. Notice to attend In order to have the right to attend the shareholders meeting, the shareholders shall be registered in the share registry kept by Vardepapperscentralen VPC (1) (Virtual Processor Complex) An IBM mainframe multiprocessing system that uses several computers under tight central control. (2) See Virtual PC. AB not later than Friday 8 September 2000. Shareholders, who own shares managed by an authorised Adj. 1. authorised - endowed with authority authorized lawful - conformable to or allowed by law; "lawful methods of dissent" legitimate - of marriages and offspring; recognized as lawful nominee nominee n. 1) a person or entity who is requested or named to act for another, such as an agent or trustee. 2) a potential successor to another's rights under a contract. (bank or securities broker) must in order to be able to vote at the shareholders meeting request to have the shares temporarily registered in his own name in the share registry. Such registration must have been completed on Friday 8 September 2000. Shareholders wishing to attend the shareholders meeting shall further notify the company not later than Friday 15 September 2000 at 12.00 under the address Cell Network AB, Box 305, 101 26 Stockholm or by telephone to Linn linn n. Scots 1. A waterfall. 2. A steep ravine. [Scottish Gaelic linne, pool, waterfall.] Oke, +46 8-402 31 00. Notice may also be given on the Internet: www.cellnetwork.com. A shareholder may be accompanied by up to two advisors at the shareholders meeting providing that Cell Network AB has been notified of the number of advisors in accordance with what is set out above on notice to attend. Stockholm in September 2000 The board of directors of Cell Network AB This information was brought to you by BIT http://www.bit.se |
|
||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion