Last checked at 12 Nov 2018 11:18
RESOLUTIONS OF AFARAK GROUP'S EXTRAORDINARY GENERAL MEETING
11:30 London, 13:30 Helsinki, November 12, 2018 - Afarak Group Plc ("Afarak" or "the Company")
RESOLUTIONS OF AFARAK GROUP'S EXTRAORDINARY GENERAL MEETING
The Extraordinary General Meeting of Afarak Group Plc was held on November 12, 2018 in Helsinki.
AUTHORISATION TO THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF AFARAK’S OWN SHARES
The EGM resolved based on the proposal of shareholder LNS Ltd to authorise the Board of Directors to decide on the repurchase of Afarak’s own shares as follows:
The Board of Directors of Afarak Group Plc (“Afarak”) is authorised to decide on the acquisition of a maximum of 31,500,000 own shares (“Shares”) by a voluntary takeover bid (“Takeover Bid”) made to Afarak’s shareholders in accordance with the Finnish Securities Markets Act so that:
The share offer price to be paid by Afarak in the Takeover Bid shall be EUR 1.015 per share. (“Share Offer Price”). No share consideration as a payment of the Share Offer Price would be available in the Takeover Bid, only the cash consideration of EUR 1.015 per share. Each shareholder of Afarak shall also have the right not to participate in the Takeover Bid and to continue as a shareholder in Afarak. The total amount of cash consideration in the Takeover Bid to be paid by Afarak shall be limited to EUR 28,404,000.00. However, the Board at its discretion shall have the right to waive this limitation.Shares acquired by Afarak are cancelled as part of the settling of the implementation sale, initially on the settlement date, meaning that the Shares will not be held by Afarak. Thus, the restrictions set out in the Finnish Limited Liability Companies Act on the acquisition of own shares, under which an acquisition of own shares shall not be made so that the amount of shares in the possession of the company exceeds 10 per cent of all shares, does not restrict the making of the Takeover Bid.The Shares are acquired using Afarak’s unrestricted equity.The payment of the Share Offer Price shall take place by the end of March 2019, if practically possible.The authorisation is proposed to include the right for the Board to decide on all other matters related to the Takeover Bid.The authorisation is proposed to remain valid until 31 May 2019.The decision concerning the authorisation requires a qualified majority of at least two thirds of the votes cast and shares represented at the meeting.
Conditionality of the authorisation
The authorisation granted to the Board is conditional on the fulfilment of all of the following conditions:
Afarak receives a legally valid preliminary ruling provided by the Central Tax Board according to which the provisions of Section 29 of the Finnish Act on Assessment Procedure on disguised dividend does not apply to the acquisition of own shares by Afarak in the Takeover Bid, meaning that the taxation of a shareholder taking part in the Takeover Bid was carried out in Finland normally in accordance with provisions on the taxation of capital gains;Afarak receives the required funding for the acquisition of the shares in the Takeover Bid on market terms which are approved by the Board; andThe Financial Supervisory Authority approves the offer document drawn up by Afarak with respect to Takeover Bid in accordance with the Securities Markets Act.THE BOARD OF DIRECTORS
The EGM resolved that the Board of Directors shall not be dismissed. The EGM further resolved that no new members to the Board of Directors shall be elected. Therefore, the current Board of Directors shall continue in its position.
OTHER INFORMATION
The minutes of the Extraordinary General Meeting will be available on the internet atthe Company's website www.afarak.com at the latest on November 26, 2018.
AFARAK GROUP PLCGuy KonsbruckCEO
For additional information, please contact:
Guy Konsbruck, CEO, +356 2122 1566, guy.konsbruck@afarak.comJean Paul Fabri, +356 2122 1566, jp.fabri@afarak.com
Financial reports and other investor information are available on the Company's website: www.afarak.com.
Afarak Group is a specialist alloy producer focused on delivering sustainable growth with a Speciality Alloys business in southern Europe and a FerroAlloys business in South Africa. The Company is listed on NASDAQ Helsinki (AFAGR) and the Main Market of the London Stock Exchange (AFRK).
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www.afarak.com