NovaCast Technologies Ltd. (publ.) Press release from extraordinary general meeting 24 February 2010 At the extraordinary general meeting on 24 February 2010 a unanimous general assembly accepted the Board's decision about a private placement new shares issue of 40 MSEK to Fouriertransform AB. The issue price is 6 SEK per share and the number of shares will thereby increase with 6.666.667 to 20.273.828 and Fouriertransform will have a participating interest of 32,9% of the capital and 24,3% of the voting rights. The shares have been subscribed to and payment will be made no later than 26 February. Fouriertransform AB is a wholly-owned state venture capital firm for investments within the automotive industry. The company was established in December 2008 with equity of 3 billion SEK. Lars-Olof Gustafsson is Chairman of the Board and Per Nordberg is CEO since January 1, 2010. Fouriertransform's main business is investing in business activities that are considered capable of contributing to upholding the Swedish automotive industry's leading global position, particularly in the area of environment and safety. Fouriertransform invests in projects related to ground vehicles. A wide variety of products and solutions can be included here, for example weight reduction, friction reduction, engine and fuel reduction, as well as IT solutions and software. It is vital that these projects can be commercialized and are innovative, that they will be lucrative. In view of the shares issue current major shareholders Hans Svensson and Investment Management Sweden AB (Main share holders), a limited company owned by Mr. Svensson, have reached a shareholder agreement with Fouriertransform AB. The agreement contains regulations regarding how the parties will vote on specific issues, mainly related to changes in articles of association, changes in share capital including issue of convertibles, share warrants and other instruments that may entitle to ownership of shares in the Company, dividends, essential changes in Company's business activities, liquidation, fusion, sharing and issuing of incentive programs. If parties are unable to reach an agreement they shall hold a mediation meeting. In cases where parties are unable to reach an agreement after a mediation meeting, the Main shareholder will undertake to vote against proposal(s) about a decision regarding the specific issues, should Fouriertransform vote against such proposal(s). The objective is in reality to give Fouriertransform a form of veto right in certain important issues. In accordance with the shareholder agreement the Main shareholder also undertakes to vote for election into the Company's board of up to two members suggested by Fouriertransform. The Company's board currently consists of five members. Both parties also have first right on purchase of each other's shares. The shareholder agreement causes mandatory bids, from which exemption has been applied for and granted by the Swedish Securities Council at a meeting on February 1, 2010. Fouriertransform is subscribing to 310.000 A-series shares and 6.356.667 B-series shares in the issue. The number of shares to date, before the issue, is 13 607 161, of which 1 770 111 are A-series shares and 11 837 050 B-series shares, which corresponds to a total of 29 538 160 voting rights. A-series shares entitle shareholder to ten votes and B-series shares to one vote. After the issue, the number of A-series shares will be 2.080.111 and B-series shares will be 18.193.717, giving a total of 20.273.828 shares and 38.994.827 votes. After completion of the issue the Main shareholder will own approx. 40,3 % of the number of votes and approx. 10,1 % of share capital in the Company and Fouriertransform will have approx. 24,3 % of the number of votes and approx. 32,9 % of share capital. The extraordinary general meeting was held at Company offices in Ronneby, Sweden. For information kindly contact CEO Hans Svensson, +46 70 565 22 50. Visit our website www.novacast.se
NovaCast Technologies Ltd. (publ.) Press release from extraordinary general meeting 24 February 2010
| Quelle: NovaCast Technologies AB