English Estonian
Published: 2021-12-06 22:02:41 CET
Elmo Rent
Notice to convene extra. general meeting

Adoption of resolution without calling meeting, ELMO Rent AS

These draft resolutions of the shareholders of ELMO Rent AS (registry code 12994939, the Company) have been published as a stock exchange announcement on 6 December 2021 and in Eesti Päevaleht on 7 December 2021 with the purpose of adopting the following resolutions of the shareholders without calling a meeting:

1.     Conditional increase of share capital in connection with the public offering and admission to trading of shares on the multilateral trading facility First North operated by the Nasdaq Tallinn Stock Exchange

Draft resolution: 

1)    In connection with the planned public offering of the Company's shares, for which the Management Board shall prepare an offering document prescribing additional terms of the offer, to conditionally increase the share capital of the Company in accordance with § 3512 of the Commercial Code.

2)    The share capital of the Company will be conditionally increased from EUR 220,000 to EUR 292,727, i.e. by EUR 72,727. The new conditional amount of the share capital of the Company as a result of the conditional increase of the share capital as in this draft resolution is EUR 292,727.

3)    In accordance with subsection 3512(2) of the Commercial Code, the management board of the Company has the right to issue up to 727,270 new ordinary shares, each with a nominal value of EUR 0.10. The shareholders of the Company authorize the Management Board of the Company to determine and specify the final number of shares to be issued and the distribution among the investors, taking into account the results of the offer of shares and the terms of the Company’s offering document.

4)    The persons entitled to subscribe for the shares of the Company issued in the course of the conditional increase of the share capital of the Company are Estonian retail investors and institutional investors to whom the shares of the Company are offered within the conditions set out in the offering document of the Company.

5)    The existing shareholders of the Company do not have the pre-emptive right to subscribe, but the existing shareholders may also participate in the offer. In the event of over or undersubscription of the shares, the Supervisory Board of the Company shall decide on the distribution of the shares among the investors who have subscribed for the shares. In case of undersubscription, the Supervisory Board of the Company has the right to cancel the offer or issue new shares in the amount determined by the Supervisory Board.

6)    New shares are paid for with cash contributions. A nominal value of EUR 0.10 and a premium with a lower limit of EUR 5.40 must be paid for one share, above which the Supervisory Board may determine the premium at the beginning of subscription.

7)    Payment for the new shares will be made at the same time as the transfer of the new shares to investors' securities accounts and presumably on 13 January 2022, the detailed procedure for subscription, payment and settlement of shares shall be determined in the offering document of the Company in which the exact terms and conditions of the public offering of shares are also set forth. 

8)    The offering period lasts from 10.00 on 27 December 2021 until 16.00 on 7 January 2022. The Management Board of the Company may, if necessary, shorten or extend this period and change the dates respectively.

9)    The new shares entitle to receive a dividend for the financial year 2022.

10) To submit an application for admission to trading of all new shares to be traded on the multilateral trading facility First North operated by Nasdaq Tallinn AS and to authorize the Supervisory Board and the Management Board of the Company to perform all operations and enter into agreements as necessary. 

2.     Increase of the share capital 

Draft resolution: 

In connection with the planned acquisition of Elektritakso OÜ (registry code 12436688) (the Transaction), for which the Company will pay the purchase price of the shares of Elektritakso OÜ in part in the shares of the Company:

1)    To increase the share capital of the Company. When increasing the share capital of the Company, contributions in the total amount of EUR 450,000 will be made, the exact scope of the share capital increase and the number of shares to be issued will be determined by the Management Board on the basis of the Nasdaq Baltic stock exchange price subject to a 10% discount ((450,000 / x / 0.9) = y shares, where x is the market price of the share and y is the number of shares). The nominal value of each new share is EUR 0.10 and the amount of the premium of the share will be determined upon completion of the Transaction in accordance with the above procedure.

2)    On the basis of the draft resolution, the following persons have the exclusive right to subscribe for the shares:

a)    Kontson Holding OÜ (registry code 16360976), which has the right to subscribe for 80% of the shares to be issued on the basis of this draft resolution (i.e. by making a share capital contribution in the amount of EUR 360,000), paying for the shares with a non-monetary contribution the object of which is the share of Elektritakso OÜ owned by Kontson Holding OÜ with a nominal value of EUR 2,000, which makes up 80% of the share capital and votes of Elektritakso OÜ, the value of which is estimated at EUR 360,000. Based on the issue price calculated on the basis of clause 1 of this resolution, EUR 0.10 is the nominal value of each share to be issued and the rest is a premium;

b)    Populus tremula OÜ (registry code 12990396), which has the right to subscribe for 5% of the shares to be issued on the basis of this draft resolution (i.e. by making a share capital contribution in the amount of EUR 22,500) by paying for the shares with a non-monetary contribution, the object of which is the share of Elektritakso OÜ owned by Populus tremula OÜ with a nominal value of EUR 125, which makes up 5% of the share capital and votes of Elektritakso OÜ, the value of which is estimated at EUR 22,500. Based on the issue price calculated on the basis of clause 1 of this resolution, EUR 0.10 is the nominal value of each share to be issued and the rest is a premium;

c)     Meadow OÜ (registry code 12751510), which has the right to subscribe for 5% of the shares to be issued on the basis of this draft resolution (i.e. by making a share capital contribution in the amount of EUR 22,500) by paying for the shares with a non-monetary contribution the object of which is the share of Elektritakso OÜ owned by Meadow OÜ with a nominal value of EUR 125, which makes up 5% of the share capital and votes of Elektritakso OÜ, the value of which is estimated at EUR 22,500. Based on the issue price calculated on the basis of clause 1 of this resolution, EUR 0.10 is the nominal value of each share to be issued and the rest is a premium;

d)    RemmitNova OÜ (registry code 16360947), which has the right to subscribe for 5% of the shares to be issued on the basis of this draft resolution (i.e. by making a share capital payment in the amount of EUR 22,500) by paying for the shares with a non-monetary contribution the object of which is the share of Elektritakso OÜ owned by RemmitNova OÜ with a nominal value of EUR 125, which makes up 5% of the share capital and votes of Elektritakso OÜ, the value of which is estimated at EUR 22,500. Based on the issue price calculated on the basis of clause 1 of this resolution, EUR 0.10 is the nominal value of each share to be issued and the rest is a premium;

e)    Siilbaum & CO OÜ (registry code 14644706), which has the right to subscribe for 5% of the shares to be issued on the basis of this draft resolution (i.e. by making a share capital contribution in the amount of EUR 22,500 euros) by paying for the shares with a non-monetary contribution the object of which is the share of Elektritakso OÜ owned by Siilbaum & CO OÜ with a nominal value of EUR 125, which makes up 5% of the share capital and votes of Elektritakso OÜ, the value of which is estimated at EUR 22,500. Based on the issue price calculated on the basis of clause 1 of this resolution, EUR 0.10 is the nominal value of each share to be issued and the rest is a premium.

3)    Persons subscribing for the shares on the basis of this draft resolution have the right to subscribe for the shares upon completion of the Transaction, provided that the contract of sale of shares of Elektritakso OÜ has been entered into and all preconditions for completion of the Transaction are duly fulfilled. The shares are deemed to be subscribed as of the transfer to the Company (set-off) of the shares of Elektritakso OÜ, constituting the objects of the non-monetary contribution, to take place upon the closing of the Transaction. The management board of the Company is obliged to assess the value of the shares of Elektritakso OÜ that are the objects of the non-monetary contribution and to have the corresponding assessment checked by an auditor pursuant to the procedure provided by law.

4)    The persons subscribing for the shares on the basis of this draft resolution undertake to subscribe for the shares and to transfer the shares of Elektritakso OÜ, which are the subject of a non-monetary contribution, to the Company no later than 30 April 2022.

5)    The existing shareholders of the Company waive the pre-emptive right to subscribe for shares in respect of the directed issue to be carried out on the basis of this resolution.

6)    To grant the Management Board of the Company the right to extend the subscription period until 31 May 2022 on the basis of subsection 347 (3) of the Commercial Code. The Management Board may exercise these rights within 15 days after the end of the subscription period. If the shares have been subscribed for by the new due date given by the Management Board, the subscription shall be deemed to be valid. If not all the shares have been subscribed for by the new due date given by the Management Board, the subscription shall be deemed to have failed.

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Presentation by the Management Board and the Supervisory Board, requesting information from the Management Board and background information 

The Company will publish video reviews in Google Forms by the beginning of the voting at the latest, in which in addition to the planned capital raising, shareholders will also be provided with an overview of the following topics: an overview of the Company's activities after the initial public offering and an overview of the shareholders’ questions and the management’s answers are also added to the same environment. Shareholders' questions must be submitted by e-mail, sending their questions no later than 13 December 2021 at 16.00 (GMT+2) to the e-mail address koosolek@elmorent.ee.

Draft resolutions and other information subject to disclosure pursuant to law are published on the website of the Company https://elmorent.ee/yldkoosolek. The website of the Company also contains an overview of the documents that are necessary for forming opinions on draft resolutions.

Questions regarding draft resolutions, voting and other organizational issues should be submitted to the Company's e-mail address koosolek@elmorent.ee. Questions, answers and adopted resolutions are published on the website of the Company. 

Procedure and instructions for voting 

The list of shareholders entitled to vote is fixed seven days before the end of the voting, i.e. on 14 December 2021 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 vote will be open from 10 am on 7 December 2021 until 10 am on 21 December 2021 (GMT+2);

(ii) the ballot paper form prepared for voting is attached to this draft resolution and is also available at https://elmorent.ee/yldkoosolek, 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 and available on the Company's website https://elmorent.ee/yldkoosolek in accordance with the instructions therein, sign it digitally (using an ID card, digital ID or Mobile ID); and forward the digitally signed ballot paper to the e-mail address koosolek@elmorent.ee 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 koosolek@elmorent.ee and the original ballot paper to the Company's head office at Tartu mnt 84a, Tallinn10112, Harju County, that it arrives no later than 10.00 (GMT+2) on 21 December 2021;

(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 e 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 on 21 December 2021 as a stock exchange announcement; Seven days after the deadline for submitting an opinion to the shareholders, the adopted resolutions are available on the Company's website. 

The draft resolutions will also be published in the newspaper Eesti Päevaleht on 7 December 2021. 

The following annexes are attached to these draft decisions:

 

Annex 1 - Ballot papers

Annex 2 - Power of Attorney form for a natural person

Annex 3 - Power of Attorney form for legal person

 

For more information, please contact:

 

Julia Nekrassova

Management Board Member 

E-mail: julia@elmorent.ee


Annex 2- power of attorney company.DOCX
Annex 1- voting ballot eng.DOCX
Annex 3- power of attorney private.DOCX