MALMO, Sweden, Jan. 15, 2002 (PRIMEZONE) -- The shareholders of AudioDev AB (publ) today held an extraordinary shareholders' meeting in Malmo.
A decision was passed at the meeting to issue a promissory note with a nominal value of SEK 1,000 combined with 270,000 rights of option to a new issue of series B shares in the company based on the following conditions: The right to endorse the promissory note shall, contrary to the shareholders' right of precedence, fall due to AudioDev's wholly- owned subsidiary Adimo AB. The promissory note shall be endorsed and paid no later than 31 January 2002. The promissory note shall bear interest at 5% per annum and fall due on 30 June 2002.
Each right of option will give the holder the right to subscribe for a new series B share in the company during the period from October 1 to December 15, 2004. The subscription price shall correspond to an amount rising to 120% of the average bid price for series B shares in the company quoted on Stockholmsborsen AB's official stock exchange list between January 1 - 15, 2002. On completion of the new issue of shares, the increase in the company's share capital will be SEK 135,000.
On full take-up (of these and previously issued rights of option), the resulting dilution will correspond to approximately 1.5% of the share capital and approximately 1.2% of the votes.
The reason for deviating from the shareholders' right of precedence is that the company found it was beneficial for the company's long-term development that employees of the AudioDev group be offered the opportunity of a stake in ownership through a well-considered program of incentives.
In addition, the shareholders' meeting passed the following resolutions: (i) that Adimo AB undertakes to transfer, free of charge, 200,000 of the aforementioned rights of option to employees within the AudioDev group, provided that the employee is still employed within the AudioDev group on September 30, 2004, and (ii) that Adimo transfers rights of option in accordance with these commitments. The number of rights of option offered will depend on the employee's period of employment, position, responsibilities and previously received options. It should also be made possible for rights of option to be granted to personnel employed after the day of issue. The remaining rights of option will be sold by Adimo AB to cover any social welfare costs which may arise.
For further information, see the communication convening the meeting.
AudioDev is one of the leading manufacturers in the world of test equipment for optical media such as CDs and DVDs. The test equipment is marketed under the name CATS, which is an established brand within the industry. AudioDev is currently the manufacturer with the broadest market coverage, with a significant presence in Europe, the USA and Asia. AudioDev has the broadest product range in the market, with testers for all optical formats. The company's customers include Microsoft, EMI, Warner, Sonopress, Pioneer, Ritek and Moser Baer. The company currently has around 100 employees, with a head office in Malmo and three wholly-owned subsidiaries in Sweden, the USA and Hong Kong.
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