Press release from Extra General Meeting in Adcore AB (publ)
The EGM resolved to decide, in accordance with the Board of Directors' proposal, on a sale of all of Adcore's units outside Sweden. The purchase price amounts to MSEK 30 and the buyer is a company presently wholly owned by Svein Stavelin. For accounting purposes, the sale is effective as of April 1, 2001. The decision was made through a vote where 94.4% of the votes cast as well as the shares represented at the general meeting voted in favour of the proposal. The general meeting also unanimously resolved to decide, in accordance with the Board of Directors' proposal, to divest Adcore Karlstad.
Further, the general meeting resolved to decide on an issue of a promissory note with detachable warrants for subscription of a maximum of 8.262.000 new shares in the company. The decision was supported by a majority in accordance with what is required by the so called "LEO Act". The issue price for subscription of new shares will be fixed at 120% of the weighted average price of the Adcore share during the period July 10-16, 2001. After the issue price has been fixed, the price at which the company's CEO will be offered to purchase warrants will be fixed on market terms. Through this, the Board of Directors wishes to offer the CEO of the company an incentive program, which gives him the possibility to take part of a positive value development of the company. At full subscription, the program entails a dilution of 4.71%, calculated after full exercise of now existing warrant and convertible debenture programs.
"Following these decisions, it feels good to be in a position to focus on the future and on developing the strong base we have in Adcore's Swedish operations. Through the disposal, we put both Adcore's Swedish operations and the now divested international units in a position from which they can develop positively. Now we need to further sharpen our client offerings and increase the efficiency in the entire organisation to get full leverage on the both deep and broad knowledge base Adcore and its employees possesses", says Adcore's CEO Ole Oftedal in a comment to the decisions at today's shareholders meeting.
Stockholm July 9, 2001, Adcore AB (publ)