The extra general meeting ("EGM") of Frisq Holding AB (publ) ("FRISQ" or the "Company") was held today on 31 October 2022 and the following resolutions were passed by the meeting.
Resolution on approval of the sale of all shares in the subsidiary
The EGM resolved, in accordance with the board of directors' proposal, to approve the sale of all shares in Frisq AB, reg.no 556783-5664, conditional on the share purchase agreement being entered into no later than 1 December 2022 with Cambio Healthcare System AB and that the purchase price amounts to at least an amount of SEK 40 million divided into a purchase price of SEK 31 million upon closing and an additional purchase price of SEK 9 million within a 6-month period. The share transfer agreement must in other matters be entered into on market terms.
The date of transfer of the shares is expected to be December 1, 2022, but can be postponed for another month thereafter if necessary.
The Company will announce additional information in the event that a share purchase agreement has been entered into or if the conditions for approval by the general meeting can no longer be fulfilled.
Authorization for the board to issue shares, convertibles and/or warrants
The EGM resolved, in accordance with the board of directors' proposal, to authorize the board, on one or more occasions, with or without preferential rights for shareholders, to issue in total a maximum of shares, warrants and/or convertible, corresponding to not more than 40 percent of the share capital of the Company after completed issuances based on the number of shares at the time of the extra general meeting, to be paid in cash, by set-off or in-kind.
The reason for the authorization and deviation from the shareholders' preferential rights is to enable raising capital for expansion through acquisitions of companies or assets and for the business of the Company as well as to adapt the Company's capital and/or ownership structure. If issuances are carried out with deviation from the shareholders' preferential rights, such issue shall be made in accordance with customary market terms. If the board of directors finds it suitable in order to enable delivery of shares in connection with a share issuance as set out above it may be made at a subscription price corresponding to the shares quota value.
For further details regarding the resolutions set out above refer to the notice and complete proposals available at the Company's website, www.frisqholding.se.