GÖTEBORG, Sweden--(BUSINESS WIRE)--Regulatory News:
The shareholders of Global Health Partner AB (publ)(STO:GHP), corporate identity number 556757-1103, are hereby invited to attend the Annual General Meeting to be held on Thursday 3 May 2012 at 4 p.m. on SE Banken’s premises at Östra Hamngatan 24, 405 04 Gothenburg. Registration will take place from 3.30 p.m., when coffee will be served.
Registration Shareholders who wish to attend the Annual General Meeting must
be recorded in the share register kept by Euroclear Sweden AB (“Euroclear”) on Thursday 26 April 2012, and
give notice of intent to attend no later than 4 p.m. on Thursday 26 April 2012. Notice of intent to attend can be given either in writing to Global Health Partner AB (publ), Östra Hamngatan 26-28, 411 09 Göteborg, Sweden, by telephone (+46 31-712 53 17), by fax (+46 31-313 13 21) or by e-mail (mailto:) (info@ghpartner.com). Notice should include the shareholder’s name, personal or corporate identity number, address and daytime telephone number, and the number of shares held. Information should also be given, where appropriate, of any deputy, representative or advisor (maximum two).
Shareholders represented by another party must submit a dated proxy to the company for the representative. Anyone representing a legal entity must submit a copy of the current Certificate of Registration or similar authorization documents indicating who is entitled to sign on behalf of the company. The proxy’s period of validity may not be longer than five years. Proxy forms in Swedish and English are available at the company or on the company website, www.globalhealthpartner.com. The original of the proxy and any Certificate of Registration should be sent to the company at the address given above in good time before the meeting.
Shareholders that have their shares registered in the name of a nominee must, in addition to giving notice of their intent to attend the meeting, request that they be temporarily recorded in the share register in their own names (so called voting-rights registration) to be able to attend the General Meeting. In order for such registration to be effectuated by Thursday 26 April 2011, shareholders should contact their bank or trustee well in advance of that date.
Proposed agenda
1. Opening of the AGM.
2. Election of Chairman of the meeting.
3. Preparation and approval of the voting list.
4. Approval of the agenda.
5. Election of one or two people to verify the minutes.
6. Determination as to whether the meeting has been properly convened.
7. Address given by the CEO.
8. Presentation of the Annual Accounts and the Audit Report as well as the Consolidated Accounts and the Audit Report for the Group.
9. Resolutions on
a) adoption of the Income Statement and the Balance Sheet as well as the Consolidated Income Statement and the Consolidated Balance Sheet,
b) treatment of the company’s unappropriated profits in accordance with the adopted Balance Sheet,
c) discharging the members of the Board and the CEO from liability.
10. Determination of the number of members of the Board and deputy members of the Board.
11. Determination of fees to the members of the Board and the Auditor.
12. Election of the Board of Directors and Auditor.
13. The Board’s proposal for a resolution authorizing the Board to issue shares.
14. The Board’s proposal for a resolution approving the sale of shares in the subsidiary company Gastro Center Skåne AB to a related party
15. The Board’s proposal for a resolution concerning the issue of a convertible debt instrument and approval of incentive program
16. The Board’s proposal for a resolution concerning guidelines for remuneration and other conditions of employment for the senior management.
17. Proposal for a resolution on principles for the appointment of the Election Committee for the Annual General Meeting of 2013.
18. Closing of the meeting.
Election of Chairman of the Meeting (agenda item 2)
The Election Committee proposes that Paul Hökfelt be elected as Chairman of the Annual General Meeting.
Resolution on treatment of the company’s unappropriated profits in accordance with the adopted Balance Sheet (agenda item 9 b)
The Board of Directors proposes that no dividend be paid for the financial year 2011.
Proposal concerning the number and the election of members of the Board and Auditor, and fees to the Board and the Auditor (agenda items 10, 11 and 12)
The Election Committee proposes that the Board shall consist of six (6) people, with no (0) deputy members.
The Election Committee proposes re-election of Paul Hökfelt, Thomas Eklund, Carsten Browall, Lottie Svedenstedt and Per Båtelson as members of the Board, and new election of Bo Wahlström, for a mandate period up until the end of the next Annual General Meeting. Furthermore, the Election Committee proposes that Paul Hökfelt be elected as Chairman of the Board. Andrew Wilson has declined re-election.
Bo Wahlström (born 1949) is the principal owner of Metroland BV, which previously was the owner of a number of non-listed property, IT and communications companies and a major owner of Telelogic AB, Fastpartner AB, Song Networks AB, all of which were listed on the stock exchange, and today is a major owner of TAG AG, Petrogrand AB and Global Health Partner AB.
Bo Wahlström has previously had a seat on the Board of a number of non-listed companies, the listed companies Nordiska Fondkommision AB, Digital Illusions AB, Telelogic AB and Song Networks AB, and on Stena’s Sphere Advisory Board. Today Bo is on the Board of Stena Adactum AB and Ryholm Förvaltning AB. Bo has an M.Sc. in Business and Economics from the Stockholm School of Economics.
A reasoned statement from the Election Committee and further information on the proposed members of the Board is available on the company’s website, www.globalhealthpartner.com.
The Election Committee proposes a Board fee of SEK 1,200,000 in total, to be divided up as follows: SEK 400,000 to the Chairman of the Board and SEK 200,000 to four (4) Board members who are not Global Health Partner employees. No further remuneration is paid for committee work.
The Election Committee proposes the re-election of Ernst & Young, with the authorized public accountant Sven-Arne Gårdh as the auditor in charge. It is proposed that Ernst & Young be elected for a period up until the end of the next AGM .
The Election Committee proposes that the auditor's fee be paid on the basis of approved invoicing presented to the company, for a period up until the end of the next Annual General Meeting.
The Board’s proposal for a resolution authorizing the Board to issue shares in connection with a company acquisition etc. (agenda item 13)
The Board proposes that the Annual General Meeting adopts a resolution authorizing the Board, for a period of time no longer than up until the next Annual General Meeting in 2013, on one or more occasions and following or deviating from the shareholders’ pre-emptive rights, to make a decision to issue no more than 6,500,000 new shares. The Board shall be entitled to decide that the shares be paid, with the exception of cash, via capital contributed in kind or otherwise on terms specified in chap 2 § 5 second paragraph 1-3 and 5 of the Swedish Companies Act or that the shares be subscribed for with offset rights. A new share issue deviating from the shareholders’ pre-emptive rights may only be utilized to finance the acquisition of a company or part of a company. The reason for the right to deviate from the shareholders’ pre-emptive rights is to enable the company, when an occasion arises to acquire a company or part of a company, to quickly and effectively finance the acquisition either by bringing in capital or via capital contributed in kind. The dilution effect if the authorization is fully utilized corresponds to approximately nine (9) percent of the share capital and votes.
The resolution is only valid if at least two thirds of both the votes cast and the votes represented at the Annual General Meeting have been given in favour of the proposal.
The Board’s proposal for a resolution approving the sale of shares in Gastro Center Skåne AB, corporate identity number 556805-7243 (“the Company”), to a related party (agenda item 14)
Global Health Partner’s business model is based on key people in the subsidiaries being partners in the clinic the person works in.
During 2011 Global Health Partner sold 300 shares in the Company to Christer Stael von Holstein, corresponding to a participating interest of 30 percent. Christer Stael von Holstein made a payment of
SEK 30,000 for these shares. At the time the Company had been newly started and in the light of the business that existed in the Company at the time, it was assessed that this price corresponded at the time to the market value of these shares. It is assessed that Christer Stael von Holstein is of considerable importance to the clinic’s business.
In the assessment of the Board the transfer of the shares is of benefit to the company and thereby to Global Health Partner’s shareholders. The Board therefore proposes that the meeting adopts the resolution to approve the transfer of 300 shares in the Company to Christer Stael von Holstein.
Approval of the above resolution requires that at least nine tenths of both the votes cast and the votes represented at the Annual General Meeting are in favour of the proposal.
The Board’s proposal for the issue of convertible bonds and approval of the incentive programme (agenda item 15)
The Board of Global Health Partner AB (publ) (“the Company”) proposes that the Annual General Meeting resolves to issue convertible bonds and approve measures for the carrying out of an incentive programme for members of the senior management and key people (“the Participants”) in the Company and its subsidiaries (“the Group”), mainly in accordance with the following.
The Board proposes that the Annual General Meeting resolves to raise a convertible loan amounting to a total sum of no less than SEK 9,060,000 and no more than SEK 15,100,000, through the issue of convertible bonds (Series 2012/2015) at a price corresponding to their nominal value, which shall correspond to the conversion rate. The loan falls due for redemption on 25 September 2015, to the extent that conversion has not already taken place.
It will be possible to convert the convertible bonds into new shares in the Company during the period from 29 June 2015 up until 4 September 2015. The conversion rate shall correspond to a figure amounting to 135 percent of the listed average latest price paid for shares in the Company on NASDAQ OMX Stockholm’s official price list during the period from 24 April 2012 until 4 May 2012. If there is no listed price paid on any of these days, the bid price listed as the closing price shall instead be included in the calculation. Swedbank will complete the calculations in accordance with current market standards. The conversion rate thus calculated shall be rounded off to the nearest five öre. However, the conversion rate shall not be less than five (5) kronor and must not be less than the quota value of the share. The total amount by which the share capital can be increased through conversion amounts to SEK 3,020,000.
The convertible bonds carry an annual interest rate. The interest is based amongst other things on the conversion rate and the calculated market value of the convertible bonds at the time they were issued. The interest amounts to STIBOR 360 plus 2.86 percentage points assuming an average share price of SEK 7.30 during the measurement period, a conversion rate of SEK 9.85 kronor and a risk-free interest rate of 1.31 percent. The loan shall be subordinated. Otherwise the conditions applying to the convertible bonds are those stated in ”Terms and Conditions for Global Health Partner AB’s Convertible Bonds – Series 2012/2015).
A so-called SOPARFI (Société de Participations Financières) officially registered in Luxembourg (”InvestCo”) will have the right to subscribe for the convertible bonds, deviating from the shareholders’ pre-emptive rights. Subscription for the convertible bonds can occur from 5 May 2012 until no later than 15 June 2012 and payment shall take place no later than 26 June 2012. The Board shall have the right to extend both the subscription period and the payment period. There cannot be any over-subscription.
The participants shall be offered the opportunity of acquiring shares (“Shares”) in InvestCo, a so-called special purpose vehicle formed for the purpose. The offer comprises a total of 25 people in four countries. The allocation of Shares in InvestCo shall be determined by the Company Board of Directors in accordance with the following guidelines. The participants shall, providing that they are employees at the time of the offer of the Shares or have at this time signed a permanent employment contract with a company within the Group, with the exception of such people whose employment contract has been terminated before the above-mentioned point in time, be given an offer to subscribe for Shares. The above applies with the reservation that for Participants in other countries than Sweden it is presupposed that the transfer of Shares can be done legally and, in the assessment of the Board, at a reasonable administrative and financial cost. This may mean that Participants in certain countries may not be able to take part in the programme. An offer will be made to the Participants to acquire the Shares in line with the following allocation:
|
Employee Group |
Maximum stake per person |
|||
| CEO (1) | SEK 250,000 | |||
| Senior management (5) | SEK 100,000 | |||
| Other key persons (19) | SEK 40,000 | |||
No Participant may be allocated 25 percent or more of the Shares. It is estimated that Shares will be transferred no later than 11 June 2012. The Shares shall be transferred at market value, which is expected to correspond to the net worth of the Shares.
InvestCo intends to finance 90 percent of the subscription for the convertible bonds by raising a bank loan of no more than SEK 13,590,000 from Swedbank AB (publ) (“the Loan”) and 10 percent through the capitalization that occurs through the employees’ acquisition of Shares (in accordance with the stakes mentioned above). In addition to the capitalization the bank has collateral in the convertible bonds and through individual guarantee commitments corresponding to 25 percent. It is thus estimated that InvestCo will have equity of no more than SEK 15,100,000. During 2015 InvestCo intends to sell its assets (convertible bonds and/or shares) and firstly repay the Loan and thereafter all remaining liabilities, after which InvestCo’s remaining return shall be paid to the employees who are participating in the incentive programme. The total interest received from the convertible bonds will firstly cover the interest on the Loan and thereafter the administrative expenses. The Company will not participate in or have control of InvestCo, either through shareholdings or through Board membership.
Implementation of the above incentive programme is on condition that at least four Participants register interest in acquiring Shares for a minimum value of SEK 906,000 and that ownership of the Shares is spread so that no fewer than four Participants own more than 50 percent of the Shares.
The reason for deviating from the shareholders’ pre-emptive rights is that the Board wishes to introduce an incentive programme for the Participants whereby an offer can be made to them to share in the growth in value of the Company’s share. This is expected to lead to a strengthening of interest in the Company’s profitability and share price development and to continued company loyalty being stimulated during the coming years. It has been decided that the subscription price for the convertible bonds will be the estimated market value.
In the event of full subscription and conversion of all convertible bonds, based on a company share price of SEK 7.30 and a conversion rate, determined in accordance with the above, of SEK 9.85, the increase in the Company’s share capital will be SEK 1,532,995, which corresponds to a dilution of 2.32 percent of the share capital and the number of votes. This estimate does not take into consideration outstanding share warrants.
As the convertible bonds will be subscribed for by employees (through a company) at an estimated market value, it is not assessed that the convertible bond programme in itself will lead to any expenses apart from certain minor expenses in connection with the setting up and administration of the issue.
Adoption of the Board’s proposal requires that at least nine tenths of both the votes cast and the votes represented at the Annual General Meeting are in favour of the proposal.
The Board’s proposal for a resolution on principles for remuneration and other terms of employment for the company’s senior management (agenda item 16)
The company shall strive to offer total remuneration that is reasonable and competitive in the market where the company is operative. The remuneration terms shall reflect ‘payment by performance’ and vary with the individual’s performance and the company’s results. The total remuneration can comprise a basic annual salary, insurable benefits, remuneration from the incentive program which was adopted at the Extraordinary General Meeting on 27 November 2009, and the convertible debt programme that is the subject of a resolution at this Annual General Meeting.
Following the ‘payment by performance’ principle, remuneration from different forms of incentive programs can represent an important part of the total remuneration for senior management. Such remuneration can be offered both with short-term performance targets (up to 1 year) and long-term performance targets (3 years or longer). Other variable remuneration may be approved by the Board in extraordinary circumstances, provided that such extraordinary arrangements are made with a view to recruiting or retaining personnel.
The Board of Directors shall be entitled to deviate from these guidelines if special reasons for doing so exist in any individual case.
Proposal for a resolution on principles for the appointment of members to the Election Committee for the Annual General Meeting of 2013 (agenda item 17)
The Election Committee proposes that the company Chairman be appointed as a member of the Election Committee and shall appoint, in consultation with the three largest owners of the company at 30 September 2012, three further members to the Election Committee. If any of these three owners do not wish to appoint a representative this right is transferred to the fourth largest owner, and so on. In the event that one of the members of the Election Committee represents a shareholder that no longer belongs to the largest shareholders of the company in terms of the number of votes, or for any other reason decides to resign from the Election Committee before the Annual General Meeting of 2013, the other members of the Election Committee shall together have the right to appoint another representative for the major shareholders to replace this committee member. The names of the three owners’ representatives and of the shareholders that they represent shall be published no later than six months before the Annual General Meeting of 2013.
The tasks of the Election Committee for the Annual General Meeting of 2013 shall be to submit proposals for the election of a Chairman for the Annual General Meeting, the number of members of the Board, election of the Chairman and other members of the Board, election of Auditor, fees and other remuneration for each of the members of the Board and a fee for the Company’s auditors. The Election Committee shall otherwise fulfil the duties incumbent on the Election Committee, as stipulated by the Swedish Code of Corporate Governance.
Documents and information on the right of disclosure
The Annual Report and the Audit Report and the Board’s complete proposals in accordance with items 13, 15, and 16, as well as the Auditor’s Statement in accordance with chap 8 § 54 of the Swedish Companies Act, and other documents in accordance with the Swedish Companies Act, will be available at the company and on the company’s website www.globalhealthpartner.com no later than Thursday 12 April 2012. The documents will be sent to shareholders who so request and give their postal address.
Shareholders are informed of their right to demand disclosure at the Annual General Meeting both of the conditions that can have an impact on the assessment of a matter under consideration and of the conditions that can have an impact on the assessment of the company’s financial situation.
Number of shares and votes
On the day of issue of this notice of the Annual General Meeting, the total number of shares and votes in the company amounts to 66,082,387.
Gothenburg, April 2012
Global Health Partner AB (publ)
The Board of Directors
Global Health Partner is an internationally active healthcare provider that operates specialist clinics in a select number of treatment areas through the application of a business model that is unique in the healthcare industry, where leading doctors become partners and shareholders. Multiple clinics with high patient volumes within the same area of treatment produce increased efficiency and higher quality, which is the cornerstone of Global Health Partner's business philosophy – ”Quality through Specialisation”. Global Health Partner’s shares are traded on the Small Cap list at NASDAQ OMX Stockholm under the abbreviation “GHP.”
Global Health Partner AB (publ) | www.globalhealthpartner.com
Corp. ID No. 556757-1103 | Östra Hamngatan 26-28 | SE-411 09 Gothenburg | Sweden
Tel 46-31 712 53 00 | Fax 46-31 313 13 21
Global Health Partner AB is required to publish the information herein according to the Swedish Securities Market Act. This information was published on 3 April 2012 at 2.00 p.m. CET.
This is a translation of the Swedish version of the notice. When in doubt, the Swedish wording prevails.
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