Oxurion provides clarification on the agenda of the extraordinary general shareholders’ meeting to be held on 24 July 2024
Oxurion provides clarification on the agenda of the extraordinary general shareholders’ meeting to be held on 24 July 2024
Leuven, BELGIUM – July 11, 2024 – 6:00pm CET – Oxurion NV (Euronext Brussels: OXUR), an innovative biopharmaceutical company based in Leuven, announced today it has provided clarification on the agenda of the extraordinary general shareholders’ meeting to be held on 24 July 2024 (the EGM) as set out in the convening notice published on 5 July 2024 in accordance with applicable laws.
The EGM shall deliberate and vote on a potential share consolidation in respect of all outstanding shares of the Company by means of a 1-for-10,000 share and resulting authorization to the board of directors of the Company to further implement the share consolidation during a three-year period following the date of the EGM.
The proposed resolution for item 1(c) of the agenda of the EGM wrongly referred to the fact that proceeds of the sale of shares not being converted into whole new shares would only be paid provided that the net proceeds are less than EUR 0.01 per old share.
It is however only if the net proceeds to be received by a shareholder for his position with an account holder are less than EUR 0.01 that the account holder will not be able to pay any compensation to this shareholder.
By an information note published today on the website of the Company (www.oxurion.com), the board of directors of the Company clarified the wording of the proposed resolution for item 1 (c) of the agenda of the EGM as follows:
“(c) No fractions of new shares: Within the framework of the Reverse Stock Split, the existing shares can only be consolidated, in accordance with the Ratio, into a whole number of new shares. No fractions of new shares can be issued. Subject to applicable company, financial and securities law rules, and subject to the provisions of the foregoing paragraphs, the board of directors shall be authorized to determine the manner and process to effect the Reverse Stock Split with respect to holders of existing shares of the Company who at the time of the Reverse Stock Split do not have a sufficient number of existing shares in order to receive a whole number of new shares in accordance with the Ratio. Within this context, the board of directors shall have the power to determine that (i) the positions of old shares that cannot be consolidated into a whole number of new shares in accordance with the Ratio can be aggregated for consolidation into new shares, (ii) such new shares can be sold or placed via an exempt private placement or bookbuilding (accelerated or not) to institutional, qualified or professional investors or individuals in and outside of Belgium, and (iii) the net proceeds of such sale or placement, after deduction of relevant transaction costs and expenses (including commissions, fees and expenses of agents and advisors) and applicable taxes, all as applicable, can be distributed on a pro rata basis to the holders of existing shares that did not have a sufficient number of existing shares to be converted into whole new shares in accordance with the Ratio, provided that such proceeds are at least equivalent to EUR 0.01. If net proceeds are less or cannot be distributed on a pro rata basis as aforementioned, these shall accrue to the Company. Subject to applicable provisions of company, financial and securities law, the board of directors shall also have the authority to determine that the positions of existing shares that cannot be consolidated in accordance with the Ratio into a whole number of new shares can be acquired by the Company or one of its subsidiaries and that the net proceeds of such sale will be distributed on a pro rata basis as set forth above.“
This clarification is in the interest of all shareholders of the Company.
The template proxy and the template voting form for the EGM available on the website of the Company (www.oxurion.com) were amended accordingly. Proxies and voting forms for the EGM received prior to the publication of this press release will also be corrected.
About Oxurion
Oxurion (Euronext Brussels: OXUR) is engaged in developing next-generation standard of care ophthalmic therapies for the treatment of retinal disease. Oxurion is headquartered in Leuven, Belgium. More information is available at www.oxurion.com.
Important information about forward-looking statements
Certain statements in this press release may be considered “forward-looking”. Such forward-looking statements are based on current expectations, and, accordingly, entail and are influenced by various risks and uncertainties. The Company therefore cannot provide any assurance that such forward-looking statements will materialize and does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or any other reason. Additional information concerning risks and uncertainties affecting the business and other factors that could cause actual results to differ materially from any forward-looking statement is contained in the Company’s Annual Report. This press release does not constitute an offer or invitation for the sale or purchase of securities or assets of Oxurion in any jurisdiction. No securities of Oxurion may be offered or sold within the United States without registration under the U.S. Securities Act of 1933, as amended, or in compliance with an exemption therefrom, and in accordance with any applicable U.S. state securities laws.
For more information, please contact:
Oxurion NV
Pascal Ghoson, CEO
pascal.ghoson@oxurion.com
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