Announcement No. 14-2008
14 June 2008
Notice to convene an Extraordinary General Meeting of Danware A/S
Pursuant to article 8 of the Articles of Association, notice is hereby given
that an Extraordinary General Meeting of Danware A/S will be held on Thursday,
26 June 2008, at 10 am, at the company's offices at Bregnerødvej 127, DK-3460
Birkerød, Denmark.
Agenda:
Proposal to authorise the Board of Directors to implement a capital increase of
up to a nominal value of DKK 1,838,235.00, cf. section 37(1) of the Danish
Public Companies Act.
Proposal to authorise the Board of Directors to issue up to 73,529 warrants
corresponding to a nominal value of DKK 367,645, see sections 37(1) and 40b(1)
of the Danish Public Companies Act.
Election of a new member to the Board of Directors.
Proposal to change the company's name.
Re proposal 1:
The Board of Directors proposes that the Board of Directors be authorised to
make a capital increase without preemptive rights to the company's existing
shareholders, because the company has signed an agreement to acquire GenevaLogic
Langenthal Holding AG, a Swiss company, whereby part of the purchase price shall
be paid in the form of new shares in Danware A/S. The subscription price of the
new shares will be fixed at the market price, however not less than DKK 68 per
share of DKK 5. The reason for the subscription price is that the company does
not wish to impair the financial position of the company's existing
shareholders, and that it has agreed with the sellers of the shares in
GenevaLogic Langenthal Holding AG that the shares in Danware A/S may at no time
be valued at less than DKK 68 per share.
As a result of the proposal concerning authorisation, it is proposed that the
following provision be inserted after the current article 4(7) of the Articles
of Association:
“The Board of Directors shall be authorised during the period until 31 December
2008 to resolve to increase the nominal share capital by subscription of new
shares provide
that the maximum amount by which the share capital is increased shall be DKK
1,838,235.00 nominal value;
that no current shareholder of the company shall have any preemptive rights;
that the new shares shall be subscribed for in denominations of DKK 5 or
multiples thereof;
that the subscription price of the new shares shall equal the higher of: (i) a
price of DKK 1,360 (equal to DKK 68 per share of a nominal value of DKK 5 each),
or (ii) the market price calculated as the average quoted price of the company's
shares during the last 10 business days prior to the date of subscription;
that the new shares may only be subscribed for through non-cash contribution in
the form of part of the shares in the company GenevaLogic Langenthal Holding AG;
that no new share shall carry any special rights;
that no restrictions shall apply to the negotiability of the new shares;
that the new shares shall be issued to bearer, but may be registered in the name
of the holder in the company's register of shareholders, and that the shares
shall be negotiable instruments;
that the new shares shall be subject to the same rules on voting rights and
redemption as those applicable to the existing shares; and
that the new shares shall be eligible for dividends and other rights in the
company from the date when the capital increase is registered with the Danish
Commerce and Companies Agency (always provided that the new shares entitle to a
maximum of 50% dividend payment for the financial year 2008).
Re proposal 2:
The Board of Directors proposes that the Board of Directors be authorised to
issue up to 73,529 warrants corresponding to a nominal value of DKK 367,645, see
sections 37(1) and 40b(1) of the Danish Public Companies Act.
The following paragraph (4) will be inserted after article 4(3) of the Articles
of Association:
“The Board of Directors shall be authorised during the period until 30 June 2013
to resolve to issue up to 73,529 warrants in one or more issues on terms and
conditions to be determined by the Board of Directors to NewBorn Consulting
Network L.P., Mayya Partners Limited and Kirk Greiner as part of the lock-up
agreement relating to the shares received as part of the consideration for the
Company's acquisition of GenovaLogic Langenthal Holding AG. The issue may, but
need not be, conducted in connection with a capital increase.
The shareholders of the Company shall not have any preemptive rights to the
warrants issued. Nor shall the shareholders have any preemptive rights to the
shares subscribed for in connection with the exercise of the relevant warrants.
Any shares subscribed for on the basis of the warrants issued shall rank pari
passu with the existing shares.
The warrants issued shall entitle the holders to subscribe for shares in the
company in a total nominal amount of up to DKK 367,645. Such shares may be
subscribed for at such time or times as may be determined by the Board of
Directors. The shares shall be subscribed for at the market price corresponding
to the average quoted price of the company's shares during the last 10 business
days before the grant of the warrants. The terms and conditions shall, however,
specify that the price will be adjusted in accordance with specific guidelines,
should the share capital be increased or reduced, convertible bonds/debt
instruments or additional warrants be issued, extraordinarily high dividends be
paid or should the company be dissolved or delisted from the OMX Nordic Exchange
Copenhagen, in the intervening period.”
The following paragraphs in article 4 will simply be re-numbered accordingly.
As a result of the possible capital increase in connection with the issue of
warrants, it is proposed that the current authorisation under article 4(5) of
the Articles of Association be extended from:
“For use in carrying out the capital increase associated with the exercise of
the warrants issued, the Board of Directors shall also be authorised in the
period until 29 April 2008 to increase the company's share capital by up to DKK
1,050,000 nominal value by one or more issues without preemptive rights to the
company's existing shareholders.”
to read as follows
“For use in carrying out the capital increase associated with the exercise of
the warrants issued, the Board of Directors shall also be authorised in the
period until 30 June 2013 to increase the company's share capital by up to DKK
1,417,645 nominal value by one or more issues without preemptive rights to the
company's existing shareholders.”
Re proposal 3:
The Board of Directors proposes that Peter Schüpbach be elected as a new member
of the Board of Directors.
For information on Peter Schüpbach, see Annex 1.
Re proposal 4:
The Board of Directors proposes that the Company change its name from “Danware
A/S” to “Netop Solutions A/S”. The reason for the proposal is that the Company
already primarily uses the name “Netop” in its marketing efforts and that the
majority of the Company's foreign subsidiaries are also named “Netop”.
Consequently, it is proposed that article 1(1) of the Articles of Association be
amended from:
“The name of the company is Danware A/S.”
to read as follows
“The name of the company is Netop Solutions A/S. The secondary name of the
company is Danware A/S.”
Furthermore, any references in the Articles of Association to the website
“www.Danware.dk” will be changed for consistency to “www.Netop.dk”.
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The agenda with complete proposals (including the documents referred to in
section 29(2) of the Danish Public Companies Act) will be available for
inspection by the shareholders at the company's offices at Bregnerødvej 127,
DK-3460 Birkerød, from 18 June 2008.
According to article 11 of the Articles of Association (and, in respect of
proposals 1 and 2, sections 37 and 40b, cf. section 78, of the Danish Public
Companies Act), adoption of the resolutions proposed is subject to at least 50%
of the share capital being represented at the general meeting and the
resolutions being adopted by not less than two-thirds of the votes cast as well
as of the voting share capital represented at the general meeting. In case less
than 50% of the share capital is represented at the general meeting, and the
resolution is adopted by not less than two-thirds of the votes cast as well as
of the voting share capital represented at the meeting, another general meeting
may be called within 14 days after the general meeting. At the new general
meeting, the resolution can be adopted by not less than two-thirds of the votes
cast as well as of the voting share capital represented at the general meeting.
At the date of this notice to convene the Extraordinary General Meeting, the
share capital of Danware A/S amounted to a nominal value of DKK 19,252,140
consisting of 3,850,428 shares with a nominal value of DKK 5 each. Each share
with a nominal amount of DKK 5 carries one vote.
The bank appointed by the company through which shareholders may exercise their
financial rights is Danske Bank.
All shareholders having obtained an admission card not later than on Saturday,
21 June 2008 are entitled to attend the Extraordinary General Meeting. Admission
cards may be requested from the website of VP Investor Services at
www.vp.dk/GFdanware or from the company's website, www.danware.dk, from
Thursday, 12 June 2008 until Saturday, 21 June 2008, both days inclusive.
Copenhagen, 12 June 2008
__________________________
The Board of Directors of Danware A/S
Annex 1: Information about Peter Schüpbach
Peter Schüpbach. Age 46. Citizen and resident of Switzerland.
Executive Chairman and CEO of GenevaLogic Holding AG. Peter Schüpbach took up
the position as CEO of GenevaLogic in 2001 and has since been at the helm of the
company's evolution into a global leader in the development of software for
computer-based classroom training.
Member of the boards of directors of:
Restorm AG, Switzerland
Plazes AG, Switzerland
SpeedLingua SA, Luxembourg
Edelight GmbH, Germany
Kyte Inc., United States
Past records:
For more than ten years, prior to his employment with GenevaLogic, Peter
Schüpbach was the CEO of the Swiss company Miracle Software AG, which was listed
on the Swiss stock exchange in 1999.
Peter Schüpbach is considered to be independent.
