Sectra resolves on new issue of Class C shares, repurchase of Class C shares and conversion to Class B shares
Linköping, Sweden – November 10, 2022 – The Board of Directors of international medical imaging IT and cybersecurity company Sectra AB (publ) has resolved, based on the authorization of the Annual General Meeting on September 8, 2022, to issue Class C shares and to subsequently repurchase all of these shares. The Class C shares acquired by the company will subsequently be converted to Class B shares. The purpose is to secure the company’s obligations under the share-based long-term incentive program (LTIP 2022) that the Annual General Meeting resolved to implement.
The 2022 Annual General Meeting authorized the Board of Directors to increase the company’s share capital through the issue of a maximum of 453,406 Class C shares at a subscription price corresponding to the quota value. The Board of Directors has exercised the authorization by deciding on a directed issue of 453,406 Class C shares to ensure the future delivery of performance shares and to finance the costs of social security contributions related to LTIP 2022. The bank Svenska Handelsbanken AB will acquire all of the Class C shares issued at a subscription price corresponding to the share’s quota value, meaning SEK 0.20 per share and a total of SEK 90,681.20.
The Annual General Meeting also authorized the Board of Directors to resolve, on one or more occasions until the 2022 Annual General Meeting, on the repurchase of all outstanding Class C shares at a price corresponding to the quota value. The Board of Directors has resolved to exercise the repurchase authorization for the purpose stated above. All issued Class C shares will be repurchased by Sectra AB no later than November 20, 2022, for a cash payment corresponding to 100% of the quota value.
Following the repurchase of Class C shares in accordance with the above, the intention is for all of the repurchased Class C shares to be converted to Class B shares, after which the number of shares held will amount to 1,453,406 Class B shares. This corresponds to approximately 0.8% of the total number of shares in the company.
In addition to the newly issued shares, 546,594 of the Class B shares held by Sectra as a result of LTIP 2021 will be usable in LTIP 2022, i.e. a total of 1,000,000 Class B shares. In accordance with the terms of LTIP 2022, a maximum of 780,000 Class B treasury shares may be allotted to participants in the incentive program. The allotment of performance shares is to take place within 60 days from the end of the qualification period, which runs from January 1, 2023 to December 31, 2027. In order to finance the costs of social security contributions related to LTIP 2022, a maximum of 220,000 Class B shares may be transferred on Nasdaq Stockholm, including by way of a financial intermediary, at a price within the price range registered at any given time.
For more information about LTIP 2022 and the resolutions passed at Sectra’s 2022 Annual General Meeting, visit investor.sectra.com/agm2022
The information was submitted to the media for public announcement, through the agency of the contact person set out below, at 09:10 a.m. (CET) on November 10, 2022.
Sectra assists hospitals throughout the world to enhance the efficiency of care, and authorities and defense forces in Europe to protect society’s most sensitive information. Thereby, Sectra contributes to a healthier and safer society. The company was founded in 1978, has its head office in Linköping, Sweden, with direct sales in 19 countries, and operates through partners worldwide. Sales in the 2021/2022 fiscal year totaled SEK 1,949 million. The Sectra share is quoted on the Nasdaq Stockholm exchange. For more information, visit Sectra’s website.