Sectra resolves on new issue of Class C shares, repurchase of Class C shares and conversion to Class B shares
Linköping, Sweden – January 13, 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 14, 2021, to issue 1,000,000 Class C shares, to subsequently repurchase all of these shares and for the Class C shares acquired by the company to be converted to Class B shares to secure the company’s obligations under the share-based long-term incentive programs (LTIP 2021 SROW and LTIP 2021 NA) that the 2021 Annual General Meeting resolved to implement.
The 2021 Annual General Meeting authorized the Board of Directors to increase the company’s share capital through the issue of a maximum of 1,000,000 Class C shares at a subscription price corresponding to the quota value. In order to ensure the future delivery of performance shares and to finance the costs of social security contributions related to LTIP 2021, the Board of Directors has exercised the authorization to resolve on a directed issue of 1,000,000 Class C shares. 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 200,000.
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 by January 24, 2022 for a cash payment corresponding to 100% of the quota value.
The company currently holds no treasury shares. 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 1,000,000 Class B shares. This corresponds to approximately 0.5% of the total number of shares in the company. In accordance with the terms of the incentive programs, a maximum of 780,000 Class B treasury shares may be allotted to participants in LTIP 2021.
The allotment of performance shares will take place within 60 days from the end of the qualification period, which runs from January 1, 2022 to December 31, 2026. In order to finance the costs of social security contributions related to LTIP 2021, 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 2021 and the resolutions passed at Sectra’s 2021 Annual General Meeting, visit investor.sectra.com/agm2021
The information was submitted to the media for public announcement, through the agency of the contact person set out below, at 10:01 a.m. (CET) on January 13, 2022.