Resolutions at the extraordinary general meeting in Bang & Olufsen a/s
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan or any jurisdiction in which such publication or distribution is unlawful. This announcement does not constitute or form a part of any offer to sell or solicitation of an offer to purchase or subscribe for securities in United States, Canada, Australia or Japan or any other jurisdiction in which it would be unlawful to do so. Any failure to comply with this may constitute a violation of US, Canadian, Australian or Japanese securities laws or the securities laws of other states as the case may be. Any securities described herein may not be offered or sold in the United States absent registration or an exemption from registration; any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the company that will contain detailed information about the company and management, as well as financial statements.
At today’s extraordinary general meeting, the following resolutions were approved in accordance with the proposals set out in the notice to convene the extraordinary general meeting in company announcement 19.23 and in company announcement 20.02 regarding the terms of the proposed rights issue:
- Approval of a reduction of the nominal value of the company’s shares from DKK 10 to DKK 5, corresponding to a total share capital reduction from nominally DKK 409,240,290 to nominally DKK 204,620,145.
- Approval of a rights issue by a share capital increase by nominally DKK 409,240,290 from nominally DKK 204,620,145 to nominally DKK 613,860,435 with pre-emptive subscription rights for the company’s existing shareholders. The rights issue will be effected at a subscription ratio of 2:1 (1 existing share would give the right to subscribe for 2 new shares) and at a subscription price per new share of DKK 5. With regard to the expected timetable for the rights issue, reference is made to company announcement 19.23.
- Repeal of the existing authorisations to issue new shares in article 4, section 4-7 of the Articles of Association.
The general meeting adopted the following amendments to the company’s Articles of Association, all of which are subject to completion of the rights issue:
- “Article 4, section 1. The share capital of the company amounts to DKK 613,860,435. The share capital is fully paid up”.
- “Article 4, section 3. The nominal value of each share is DKK 0.1 or multiples thereof.”
- “Article 7, section 2. At general meetings, each share amount of DKK 0.1 shall carry one vote.”
Juha Christen Christensen Kristian Teär
For further information, please contact:
Martin Raasch Egenhardt
Director, Investor Relations
Phone: +45 5370 7439
Head of Group Communications
Phone: +45 2496 9371
Certain statements in this announcement are forward-looking statements which are based on the company’s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts, including with respect to the timing, terms and consummation of the rights issue described herein. These forward-looking statements, which may use words such as “aim”, “anticipate”, “believe”, “intend”, “estimate”, “expect” and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, and uncertainties that could cause the actual results of operations, financial condition, liquidity, dividend policy and the development of the industry in which the company’s business operates to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, Bang & Olufsen undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.