EQS-Adhoc IGEA calls extraordinary general meeting
EQS Group-Ad-hoc: IGEA Pharma N.V. / Key word(s): Miscellaneous
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IGEA calls extraordinary general meeting
Hoofddorp, the Netherlands, 22 March 2021. IGEA Pharma N.V. (SIX: IGPH) today announced the convening of an extraordinary general meeting (the "EGM") for Wednesday, 28 April 2021. The EGM will resolve on matters regarding the business combination with Blue Sky Natural Resources LTD ("BSNR") as further indicated below (and as previously disclosed by IGEA on 8 August 2020 and 15 February 2021) and on the appointment of newly proposed non-executive directors.
The business combination has been structured through a contribution in-kind by the BSNR shareholders of their ownership in BSNR into IGEA by subscribing IGEA's newly issued shares. The reference value of BSNR has been set by the board of IGEA in CHF 186 million (on a fully diluted and post-money basis). Accordingly, the board will propose to the EGM the issuance of up to 309'600'000 new shares of IGEA (the "New Shares"), with exclusion of any pre-emptive right. The New Shares will be reserved for issuance to the shareholders of BSNR only. Issuance will be at par and payment will be by contribution in-kind of the BSNR shares only, according to the provisions of article 2:94b of the Civil Code. In case of fractions, the figures will be rounded down to the nearest New Shares' unit. The percentage in the share capital of BSNR not contributed-in will result in an equal reduction in the New Shares, provided however that at least 75% of the share capital (on a fully diluted basis) and the votes of BSNR shall be achieved for considering the transaction as completed. The satisfaction of further conditions customary for a transaction of this type remain valid until the EGM.