TextMagic AS adoption of resolutions without convening a meeting
TextMagic AS (registry code 16211377, hereinafter the “Company”) proposes to reduce the share capital with the purpose of making distributions to shareholders and to create a voluntary equity reserve.
The purpose of decreasing the share capital and creating a voluntary capital reserve is to enable dividend payments to the Company’s shareholders at the same time ensuring that distributions are in compliance with the law and that equity is commensurate with the needs and risks associated with the Company's activities.
In order to establish the voluntary reserve the Company plans to reduce the book value of each share by 3.85 euros through a share capital reduction. The reduction will result in making distributions to the shareholders in the amount of 0.59 euros per share and the rest will be allocated to the voluntary equity reserve. The shareholders' shareholding proportions will remain unchanged during the process and the book value of the share at the end of the process will be 0.10 euros.
The Management Board has decided to increase the amount of the previously communicated distribution amount from 0.35 euros per share to 0.59 euros per share. The Management Board is on the opinion that a larger distribution amount is in the interest of all shareholders. Increasing the distribution amount does not affect the ability of the Company to fulfill its obligations, and the Company has sufficient reserves to fulfill its possible obligations after the adoption of these resolutions.
As a first step, the Company’s shareholders have on 19.04.2024 adopted resolutions approving to increase the share capital by way of using the share premium. As the second step, the Management Board will submit to the shareholders to vote the draft resolutions to reduce the share capital, make distributions to the shareholders as a result of the capital reduction and to create a voluntary capital reserve from the rest of the free equity resulting from the share capital reduction.
The Management Board announces these draft resolutions of the shareholders with the purpose of adopting the resolutions of the shareholders without calling a meeting in accordance with clause 2991 of the Commercial Code.
Draft resolutions:
1. Amendment of the Articles of Association of the Company and approval of the new redaction of the Articles of Association
The Supervisory Board’s and Management Board’s proposal and draft resolution:
To amend the Articles of Association of the Company and to approve the new redaction of the Articles of Association in the form set out in Annex 3 to this announcement.
2. Reduction of share capital of the Company
The Supervisory Board’s and Management Board’s proposal and draft resolution:
2.1. The share capital of the Company will be decreased by 32,725,000 euros (extent of share capital reduction) from 33,575,000 euros to 850,000 euros by decreasing the book value of existing shares by 3.85 euros per share, i.e., from 3.95 euros to 0.10 euros.
2.2. After the share capital reduction, the new amount of the share capital is 850,000 euros, which is divided into 8,500,000 shares with book value of 0.10 euros per share.
2.3. The reason for the reduction of the share capital is to enable dividend payments to the Company’s shareholders. Due to the continued growth of the Company and strong cash flow, there is no need to hold the registered share capital in the registered amount at present and in the near future.
2.4. As a result of the reduction of the share capital, payments of 0.59 euros per share will be made. Payments to shareholders are made no earlier than three months after entry of the reduction of share capital in the commercial register. The remaining share capital reduction in the amount of 3.26 euros per share will be transferred to the voluntary equity reserve created for the Company.
2.5. The list of shareholders participating in the share capital reduction shall be fixed as of the end of the business day of the Nasdaq CSD Estonian settlement system as of 21.05.2024. The date of the change in the rights attached to the shares (ex-date) is 20.05.2024. The decrease of the book value of the shares takes place immediately after the entry of the reduction of the share capital in the commercial register.
3. Creation of voluntary equity reserve for the Company
The Supervisory Board’s and Management Board’s proposal and draft resolution:
3.1. To create a voluntary equity reserve for the Company in the amount of up to 30,000,000 euros in accordance with Clause 4.1 of the Articles of Association of the Company.
3.2. To transfer the amount of 27,710,000 euros of equity released as a result of the reduction of the share capital of the Company to the voluntary equity reserve of the Company.
Procedure and instructions for voting
A shareholder may review all documents related to the draft resolutions on Company's investors' website https://investor.textmagic.com/ and at the Company's location at Mõisa str 4, Tallinn, Harju County (15th floor) during business days from 09:00 to 17:00.
Questions regarding draft resolutions, voting and other organizational issues should be submitted to the Company's e-mail address investor@textmagic.biz no later than by 21.05.2024 at 17:00.
The list of shareholders entitled to vote is fixed seven days before the end of the voting, i.e. on 15.05.2024 at the end of the business day of the Nasdaq CSD Estonian settlement system. Shareholders may vote on draft resolutions only by electronic means or by submitting a paper vote as follows:
(i) the voting will be open from 10:00 on 08.05.2024 until 12:00 on 22.05.2024 (GMT+3);
(ii) the ballot paper form prepared for voting is available at https://investor.textmagic.com/, where it can be filled in and the completed document for signing can be downloaded;
(iii) for electronic voting, the shareholder or its representative shall complete the ballot paper form attached to it in accordance with the instructions therein, signs it digitally (using an ID card, digital ID or Mobile ID); and forwards the digitally signed ballot paper to the e-mail address investor@textmagic.bz by the deadline specified in clause (i) above;
(iv) for paper voting, the shareholder or its legal or authorized representative shall complete the ballot paper in accordance with the instructions therein, sign it on paper and send the scanned ballot paper to the e-mail address investor@textmagic.biz and the original ballot paper to the Company's head office at Mõisa tn 4, 13522 Tallinn, Harju County, so that it arrives no later than 12:00 (GMT+3) on 22.05.2024;
(v) if the ballot paper is completed by an authorized representative of a shareholder, in addition to the ballot paper, the original of the relevant power of attorney (in electronic or paper form) and for the time specified in (iv) above shall be forwarded. The form of the power of attorney is attached to this draft decision;
(vi) if the ballot paper is filled in by a foreign legal entity, in addition to the ballot paper (and power of attorney, if applicable), a printout of the registration card of the respective foreign legal entity showing the foreign persons entitled to represent the legal person shall be forwarded.
Pursuant to subsection 2991 (2) of the Commercial Code, if a shareholder does not state within the specified term whether the shareholder is for or against the resolution, the shareholder shall be deemed to have voted against the resolution.
The Management Board shall publish the voting results as a stock exchange announcement and on the Company’s website in accordance with subsection 2991 (6) of the Commercial Code.
The following annexes are attached to this announcement:
Annex 1 – voting ballot blank
Annex 2 – form of power of attorney
Annex 3 – new redaction of the Articles of Association
For more information, please contact:
Priit Vaikmaa
TextMagic AS CEO
investor@textmagic.biz
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