Published: 2018-03-08 23:00:00 CET Group A/S is calling for an extraordinary general meeting - proposals relating to the issuance of new shares, including proposal to increase authorization to the Board of Directors

No. 7/2018
Copenhagen, 8 March 2018 Group A/S (the "Company") will later today give notice to its shareholders for an extraordinary general meeting to be held on 23 March 2018. The Board of Directors will make certain proposals relating to the issuance of new shares. Such proposals are summarized below.

Firstly, the Board of Directors of the Company will propose that the Board of Directors' existing authorization to issue new shares by up to 9,874,125 shares, is replaced with a new authorization to increase the Company's share capital with up to 50,000,000 shares of nominally DKK 0.10 each. The new authorization, as the existing, will be without pre-emption right for the existing shareholders. The new authorization will last for a period of five (5) years from this general meeting.

Secondly, the Board of Directors proposes to authorize the Board of Directors to enter into an agreement with one or more shareholders (the "Shareholder") of the Company. Pursuant to such agreement, the Company is entitled - but not obliged - to initiate one or more sales processes during which the Company is authorized on behalf of the Shareholder to sell shares in the Company belonging to the Shareholder. At the same time, the Shareholder shall agree to be obliged to apply the resulting sale proceeds to subscribe for such number of new shares issued by the Company which equals the number of shares sold. As a result of a sales process, the Shareholder will not increase or decrease its shareholding or make a gain or a loss. The new shares issued must be listed on Nasdaq Stockholm First North.

The agreement with the Shareholder shall apply for a period of one year. Thereafter, the Board of Directors may enter into a new agreement with the same or another Shareholder for a subsequent one-year period.

The purpose of the agreement is to facilitate a simple procedure whereby the Company at any time during the one-year period, in relatively small proportions suitable for smaller investors and on a low-cost basis can issue new shares and thus raise additional capital.

The proceeds received by the Company will be used to reduce the Company's bond debt and for general corporate purposes.

Pursuant to the Agreement, the Company will decide on (i) the number of sales processes it wishes to initiate during the one-year period, (ii) the duration of each sales process, however only up to a maximum of 20 business days, and (iii) the number of shares sold in each sales process, however up to a maximum equivalent to 3% of the share capital. If and when the Company decides to initiate a sales process, a company announcement will be made in that regard.

The total sale of shares during the one-year period under such agreement will not exceed 50,000,000 shares, provided that the general meeting will adopt the above summarised proposal to increase the authorization, or 9,874,125 shares (corresponding to the current remaining authorization) if the proposal summarised above is not adopted.

The Shareholder will not receive any consideration. All direct costs related to the sales processes, including trading fees, will be borne by the Company.

The Shareholder undertakes to retain a holding of shares equivalent to 3% of the share capital throughout the one-year period.

Blixtz Holding A/S (owned fully by Bengt Sundström) and Mette Rode Sundstrøm have both offered to enter into an agreement as described with the Company. However, both Blixtz Holding A/S and Mette Rode Sundstrøm has stated that they will, wholly or partly, give way for any other shareholder(s) offering to enter into an agreement with the Company.

For more information about the extraordinary general meeting, we refer to the notice to convene which will be published shortly in a separate announcement.

Best regards Group A/S
Bengt Sundström

For press enquiries, please contact:
Susanne Sandsberg Klubien
+45 26891909  

For other enquiries, please contact:
Bengt Sundström
+45 20209800

Certified advisor: Erik Penser Bank, Stockholm
Market place: Nasdaq First North Stockholm

This information is information that Group A/S is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication through the agency of the contact person set out above, at 11.00 pm CET on 8 March 2018.

Company announcement 2018 nr 7.pdf