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Today, 12 April 2024, the ordinary general meeting of BoMill AB, with company registration number 556556-4332 (“BoMill” or the “Company”), was held. Below is a summary of the resolutions made.
The meeting resolved the following:
- to approve the presented income statement and balance sheet.
- to dispose of the company's earnings in accordance with the approved balance sheet, in accordance with the board of directors’ proposal in the annual report and that no dividend shall be made for the financial year 2023.
- to grant the members of the board of directors and the managing director discharge from liability for the financial year 2023 in relation to the company regarding the 2023 year’s management.
- to re-elect Lars Persson, Henrik Hedlund, Peter Nilsson, Stefan Stockhaus and Magnus René as the board of directors. Lars Persson was re-elected chairperson of the board of directors, all in accordance with the proposal from the nomination committee.
- to elect Öhrlings PricewaterhouseCoopers AB as the company's auditor until the end of the ordinary general meeting to be held next financial year, in accordance with the proposal from the nomination committee.
- that the board compensation shall be in the amount of SEK 150,000 to the chairperson and in the amount of SEK 75,000 each to the proposed members of the board of directors Peter Nilsson, Stefan Stockhaus and Magnus René, and that the auditor's fee to be paid in accordance with an approved invoice in accordance with customary billing standards, all in accordance with the proposal from the nomination committee.
- to adopt the principles for the appointment of the nomination committee and instructions for the nomination committee's work in accordance with in the meeting submitted proposition for resolution from the nomination committee.
- to approve the board of directors’ proposition for resolution for the share issue with preferential rights for the shareholders (the “Rights Issue”).
All resolutions were taken unanimously with the required majority.
The minutes of the meeting will be found on BoMill’s website after being certified, at the latest two weeks after the meeting: https://www.bomill.com
For additional information, visit https://www.bomill.com or contact BoMill.
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Timetable for the Rights Issue
- 17 April 2024: Last day of trading in BoMill shares, including the right to obtain subscription rights.
- 18 April 2024: First day of trading in BoMill shares, excluding the right to obtain subscription rights.
- 19 April 2024: Record date for the right to subscription rights.
- 25 April – 8 May 2024: Trading in subscription rights.
- 25 April - 14 May 2024: Subscription period.
- 25 April 2024 - week 23/24, 2024: Trading with shares as BTA (paid-up subscribed shares), will continue until the Rights Issue is registered with the Swedish Companies Registration Office, which is expected to be week 23/24, 2024.
- 17 May 2024: Planned announcement regarding the final outcome of the subscription of the Rights Issue.
Summary of the Rights Issue’s conditions
- Subscription price: SEK 0.60 per new share. No commission is paid.
- Volume of the Rights Issue: The Company will receive a maximum amount of approximately SEK 16.8 million by the Rights Issue before transaction costs, which preliminary is estimated to be approximately SEK 1.0 million.
- Preferential right to subscribe: A shareholder receives one (1) subscription right for each share registered on the record date 19 April 2024 to the shareholder. Ten (10) subscription rights entitle to subscribe with preferential right three (3) new shares in the Company.
- Subscription and payment: Subscription of shares shall take place during the subscription period in accordance with the prospectus.
- Number of shares: The number of shares in the Company will increase with a maximum number of 27 917 442 shares from 93 058 140 shares to a total maximum of 120 975 582 shares if the Rights Issue is wholly subscribed.
- Dilution: Existing shareholders who choose not to use their subscription rights to subscribe for new shares will be subject to a dilution effect corresponding to approximately a maximum of 23 percent of the votes and capital in the Company.
- Underwriting and pre-subscription commitments: The Company has received pre-subscription and underwriting commitments amounting to approximately SEK 16.8 million (which equals 100 percent of the maximum amount of the Rights Issue). However, the commitments are not secured by bank guarantees, blocked funds, pledges, or similar arrangements.
- Marketplace: Nasdaq First North Growth Market.
- Subscription rights that are not exercised during the subscription period become invalid and lose their value. Subscription rights that are not intended to be used shall be sold at the latest on 8 May 2024 to not expire without value.
Prospectus
An EU growth prospectus will be prepared and published no later than the subscription period begins. A press release will be sent when the prospectus is published and held available on BoMill’s website (www.bomill.com), Nordic Issuing’s website (www.nordic-issuing.se). For complete information on the Rights Issue and its conditions, please refer to the prospectus.
Issuer agent
Nordic Issuing acts as the issuer agent in connection with the Rights Issue.
BoMill has developed and markets a patented technology for sorting grain on a commercial scale, based on the internal qualities of each kernel. The method is the only one of its kind on the market today and is estimated to have the potential to become a Golden Standard within the industry.
The company is listed on Nasdaq Stockholm First North Growth Market under the ticker: BOMILL.
Certified Adviser: Svensk Kapitalmarknadsgranskning AB - www.skmg.se
For more information about BoMill, please visit www.bomill.com.
Important information
The information contained in this announcement relating to the Rights Issue is for background purposes only and does not purport to be full or complete.
The information in this press release may not be announced, released, published, copied, reproduced or distributed, directly or indirectly, wholly or in part, within or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Singapore, South Africa, South Korea, Switzerland, the United States of America, or any other jurisdiction where the announcement, release publication or distribution of the information would not comply with applicable law or where such action is subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.
The publication, distribution or release of this press release may, in certain jurisdictions, thus be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction.
The information in this press release does not contain or constitute an offer (or a solicitation of any offer) to acquire, subscribe or otherwise trade in shares or other securities in the Company in any jurisdiction, neither from or with the Company or someone else.
This press release is not a prospectus in the meaning of Regulation (EG) 2017/1129 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction, The press release neither identifies or claims to identify risks (direct or indirect) that could be associated with an investment in shares or other securities in the Company. Neither does this press release constitute a recommendation concerning any investor’s decision regarding the Rights Issue. Each investor or potential investor should conduct its own investigation, analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results.
A prospectus (the “Prospectus”) will be prepared pursuant to the Prospectus Regulation in connection with the Rights Issue and be reviewed and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) which is the national competent authority in Sweden under the Prospectus Regulation. Any invitation to the persons concerned to subscribe for shares in the Company will only be made through the Prospectus. The upcoming approval of the Prospectus by the Swedish Financial Supervisory Authority shall not be regarded as an endorsement of the shares or any other securities that are the subject of the Prospectus. The Prospectus will be published on the Company’s website www.bomill.com. In order for investors to fully understand the potential risks and benefits associated with a decision to participate in the Rights Issue, any investment decision should only be made based on the information in the Prospectus. Thus, investors are encouraged to review the Prospectus in its entirety.
This press release constitutes an ADVERTISEMENT in accordance with article 2 k of the Prospectus Regulation.
In any EEA Member State other than Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i. e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The securities mentioned in this press release are not intended to be offered to the public in any relevant state and are only available to qualified investors except in accordance with exceptions in the Prospectus Regulation. Persons in any relevant state who are not qualified investors should not take any actions based on this press release, nor rely on it.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the USA. The securities referred to herein may not be offered or sold in the USA absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the "Securities Act") and other applicable laws in the USA, and may not be offered or sold within the USA absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable laws in USA. There is no intention to register any securities referred to herein in the USA or to make a public offering of the securities in the USA.
This press release may, in the United Kingdom, be distributed and directed only to “qualified investors” as defined as (i) professional investors as set out in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) fall within Article 49(2)(a) to (d) (“entities with high net worth” etc.) of the Order, or (iii) such other persons to whom such investment or investment activity may lawfully be made available under the Order; (all such persons together being referred to as “Relevant Persons”). An investment or investment activity to which this communication relates in the United Kingdom is available only to Relevant Persons and will only be carried out with Relevant Persons. Persons that are not Relevant Persons should not take any action based on this press release and should not act or rely on it.
Forward-looking statements
This press release may contain certain forward-looking statements that reflect the Company’s intentions, assessments, or current expectations about and targets for the Company’s future results of operations, financial condition, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Words such as “aim”, “anticipate”, “assess”, “believe”, “calculates”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “should”, or “will” and, in each case, negatives thereof, and other expressions indicating or predicting future developments or trends, and which are not based on historical facts, are intended to identify forward-looking statements.
Forward-looking statements inherently involve both known and unknown risks and uncertainties as they depend on future events and circumstances. Forward-looking statements do not guarantee future results or development and the actual outcome could differ materially from the forward-looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, the Company gives no assurances that they will materialize or prove to be correct. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct nor does the Company accept any responsibility of any kind for the future accuracy of any opinions expressed in this press release. The readers of the press release should not place undue reliance on the forward-looking statements in this press release.
The information, opinions and forward-looking statements that are expressly or implicitly contained herein refer only as of its date and are subject to change without notice. Neither the Company nor anyone else undertake to review, update, confirm or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release, unless required by law or Nasdaq First North Growth Market’s Rulebook for Issuers of Shares.
