BOARD OF DIRECTORS AND AUDITORS
The Shareholders' Meeting reelected Lars Irstad, Lars Carlqvist, Fritz Staffas, Göran Wågström, Dag Forsén and Anders Jonsson as directors of the board. The Board intends to reelect Lars Irstad as chairman. Lars Träff and Björn Fernströ, both from Ernst & Young, were appointed as auditors.
ISSUE OF NEW SHARES
The Shareholders' Meeting decided to issue new shares as an effect of Information Highway's public offer for purchase of shares, option rights and convertible debentures in Connecta. The decision means that Information Highway shall issue up to 64.200.000 shares, each with a nominal value of 10 öre, meaning an increase of the share capital with up to SEK 6.420.000.
The basic terms for the issue are the following:
- Subscription for the new share can be made only by shareholders in Connecta and holders of option rights and convertible debentures issued by Connecta, with the right and obligation for the subscribers to pay for the new shares by transferring to Information Highway their shares, option rights and convertible debentures in Connecta. Hereby shall:
one share of series A and/or series B in Connecta give the right to subscribe for 3,37 new shares in Information Highway,
three option rights in Connecta give the right to subscribe for ten shares in Information Highway, and
holders of convertible debentures in Connecta have the right, for each nominal amount of debentures of SEK 61:23, to subscribe for ten shares in Information Highway.
The subscription period for the new shares is calculated to be during the time 13 April - 3 May 2000. The Board of Information Highway shall however have the right to prolong the subscription period.
The new shares will give right to dividend from and including the financial year 2000.
A prerequisite for the increase of capital is that the public offer from Information Highways regarding acquisition of shares option rights and convertible debentures in Connecta is accepted to such extent that Information Highway through the offer becomes the owner of shares representing more than 90 percent of all shares and more than 90 percent of the voting power for all shares in Connecta, calculate after the utilisation of all outstanding option rights and convertible debentures. The Board shall however have the right to conclude the offer also if the acceptance rate is lower. The increase of share capital is furthermore made conditional of the fact that the offer, before it is concluded, is not made impossible or is prevented as an effect of legislation, judicial proceedings, decisions by public authorities or equivalent circumstances, in Sweden or abroad, or other circumstances outside the control of Information Highways or Connecta.
The reason for the deviation from the priority of the shareholders is to accomplish a merger between Information Highway and Connecta. Prospectus is calculated to be made official this week.
APPROVAL OF ANNUAL REPORT AND GRANTING OF DISCHARGE
The Shareholders' Meeting decided to approve the annual report and to dispose the result in accordance with the proposal from the board, i.e. that the accumulated loss in the parent company, SEK - 19 655 227 was carried forward.
The Board and the Managing Director were granted discharge.
DIVIDEND
The Shareholders' Meeting decided that no dividend will be paid.
Bulletin from Shareholder's Meeting, Information Highway AB (publ)
| Quelle: Corem Property Group AB