DGAP-News: Media and Games Invest plc
/ Key word(s): AGM/EGM
Notice and Agenda of Adjourned Extraordinary General Meeting Thursday, April 08, 2021 MEDIA AND GAMES INVEST PLC (C 52332) 168, ST CHRISTOPHER STREET, VALLETTA VLT1467, MALTA Notice and Agenda of Adjourned Extraordinary General Meeting NOTICE is hereby given to all members of Media and Games Invest plc (C 52332) ("MGI" or the "Company", ISIN: MT0000580101; Ticker M8G; Nasdaq First North Premier Growth Market and Scale Segment Frankfurt Stock Exchange) that the EXTRAORDINARY GENERAL MEETING of the Company which was scheduled for today, 8 April 2021, at 10:00 (CEST) (the "EGM"), has been ADJOURNED until 15 April 2021 at 10:00 (CEST) at 168, St Christopher Street, Valletta, VLT 1467, Malta (the "Adjourned Meeting") due to a lack of quorum. Purpose of Adjourned Meeting
Right to Ask Questions Each shareholder shall have the right to ask questions which are pertinent and related to items on the agenda of the Adjourned Meeting to the Company by e-mail to questions@mgi.group by no later than forty-eight (48) hours before the time appointed for the Adjourned Meeting. Any questions sent to the Company must be accompanied by adequate proof that the sender is indeed a shareholder of the Company. The Company shall provide an answer to such questions (1) at the Adjourned Meeting, unless the Company is unable to provide an immediate reply at short notice or answering such question would interfere unduly with the preparation for the meeting OR, if the questions are not answered at the Adjourned Meeting, (2) on its website within forty-eight (48) hours from the Adjourned Meeting. The Company may choose to provide an overall answer to questions having the same content. This right to ask questions shall be subject to any reasonable measures (to be determined by the Company in its sole discretion) that the Company may take to ensure the identification of the relevant shareholder/s who have submitted questions to the Company. All information submitted by shareholders in connection with attendance notifications and proxies and asking questions will be computerised and used exclusively for the Adjourned Meeting. For those Shareholders whose Shares are held through Euroclear, more information on how your personal data is processed can be found in Euroclear's privacy notice at: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. 1. Opening of the Adjourned Meeting 2. Election of Chairman of the Adjourned Meeting 3. Drawing up and approval of voting list 4. Determination of quorum and whether the Adjourned Meeting has been duly convened 5. Approval of the agenda 6. Presentation by the Chairman of the Board 7. Response to Questions from Shareholders (if any)
8. Election of Antonius Reiner Fromme as a director of the Company
9. Extraordinary resolution to increase and re-classify the Company's authorised share capital, including the creation of a new class of shares (and consequent amendment to article 5 of the Memorandum of Association) 10. Extraordinary resolution to authorise the Board to issue shares and withdraw pre-emption rights (and consequent amendments to article 3 and article 4 of the Articles) 11. Extraordinary resolution to approve the conversion of the Company to a Societas Europaea and consequential amendments to the Articles
Agenda Item 2; Resolution on the election of Chairman of the Adjourned Meeting In terms of article 35 of the Articles the Chairman of the Board of Directors shall preside as Chairman of the Adjourned Meeting. Should the Chairman of the Board not be present within 15 minutes of the appointed time for the Adjourned Meeting, the Chairman of the Adjourned Meeting shall be elected by the directors present. The Company proposes that Antonius Reiner Fromme be elected as a new member of the Board of Directors from the date of the Adjourned Meeting until the end of the Company's 2022 Annual General Meeting. Further information regarding the new proposed director Name: Antonius Reiner Fromme Education and background: Mr. Fromme is a graduate business engineer from the University of Karlsruhe and has been employed with the freenet Group since 2009. Current Assignments: Antonius Fromme has been the Chief Customer Experience Officer (CCE) of freenet AG since 1 June 2018. In his function as member of the Executive Board, he is responsible for the direct customer activities in the company's core business of mobile communications as well as all online and offline marketing activities. He is also responsible for digitalization of all customer interactions and transactions. Furthermore, he is in charge of the development of the digital lifestyle strategy and the digital lifestyle portfolio within the freenet Group. Year of birth: 1974 Nationality: German Direct or related person ownership in the Company: No. The proposed director is considered independent to the Company, the management of the Company and the Company's major shareholders. The new composition of the board of directors will therefore following the election fulfill the independency requirements stipulated in the Swedish Corporate Governance Code. The Company's authorised share capital is currently set at €300,000,000 divided into 300,000,000 ordinary shares having a nominal value of €1 per share. To ensure that the Company maintains a sufficient amount of authorised share capital to allow it to raise the capital required to fund the further growth of its business (including through acquisitions), the Board proposes that the Company's authorised share capital be increased by €20,000,000 to €320,000,000. The Board further proposes that: (a) each Ordinary A Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings of the Company and shall have 10 votes; (ii) the right to participate in a distribution of profits or assets of the Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely on number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of capital in a winding up of the Company; (b) each Ordinary B Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings of the Company and shall have 1 vote; (ii) the right to participate in a distribution of profits or assets of the Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely on number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of capital in a winding up of the Company; and (c) save as otherwise provided above and as specifically set out in the Articles, all the shares in the Company shall rank pari passu in all respects including, inter alia, in respect of dividend distributions. The Board therefore proposes that the Adjourned Meeting adopts the following Extraordinary Resolutions: (1) That article 5.1 of the Company's memorandum of association be deleted and replaced in its entirety by the following: "The authorised share capital of the Company is three hundred and twenty million Euro (€320,000,000) divided into: (2) That the Company's current ordinary shares be re-classified as Ordinary A Shares. (3) That article 5.3 of the Company's memorandum of association be deleted and replaced in its entirety by the following: "(a) Each Ordinary A Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings of the Company and shall have ten (10) votes; (ii) the right to participate in a distribution of profits or assets of the Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely on number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of capital in a winding up of the Company; (b) Each Ordinary B Share shall have the right to (i) receive notice of, attend, speak, and vote at general meetings of the Company and shall have one (1) vote; (ii) the right to participate in a distribution of profits or assets of the Company, including in a winding up of the Company, pro rata with all other shareholders of the Company based solely on number of shares held and irrespective of the class and nominal value of shares held; and (iii) a repayment of capital in a winding up of the Company; and" (4) That article 5.4 of the Company's memorandum of association be deleted and replaced in its entirety by the following: "Save as otherwise provided above and as specifically set out in the Articles of Association of the Company, all the shares in the Company shall rank pari passu in all respects including, inter alia, in respect of dividend distributions." (5) That any one director and/or the company secretary, acting singly, be and hereby is, authorised to make the necessary amendments to the Company's memorandum and articles of association ("M&A") in order to reflect the above; and to sign the updated M&A on the Company's behalf and do all things necessary to register the updated M&A with the Malta Business Registry and all other relevant authorities.
Article 3 of the Articles provides that the Board may be authorised by an ordinary resolution of the Company in general meeting to issue any share and securities which are convertible into shares or which carry the right to subscribe for shares in the Company up to the limit of the authorised share capital of the Company. The Board is currently authorised, in respect of its currently authorised single class of ordinary shares, to issue shares and securities which are convertible into shares or which carry the right to subscribe for shares in the Company (pursuant to a resolution adopted at an Extraordinary General Meeting of the Company on 25 July 2019) until 25 July 2024. In order to simplify the board authorisation process, while ensuring that the Company can continue to issue shares of any class in a quick and expeditious manner until at least 2026, the Board proposes article 3 of the Articles be amended, such that the Board be authorised directly by the Articles to issue shares (as well as options which may be convertible into shares, and other rights and/or securities (by whatever name referred to) which may entitle the holder thereof to subscribe to shares in the Company), which authority shall be valid for 5 years and renewable by ordinary resolution. In connection with the aforementioned proposal, the Board further proposes that article 4 of the Articles be amended such that the Board is also authorised by the Articles to restrict and/or withdraw any and all pre-emption rights of the Company's shareholders for as long as the Board remains authorised to issue and allot shares (as well as options which may be convertible into such shares, or any other rights or securities by whatever name referred to which may entitle the holder thereof to subscribe to shares in the Company). The Board therefore proposes that the Adjourned Meeting adopts the following Extraordinary Resolutions: (1) That article 3 of the Company's articles of association be deleted and replaced in its entirety by the following: "Subject to the provisions of article 85 of the Act, the Board of Directors is authorised to issue shares of any class, options which may be convertible into shares, and other rights and/or securities (by whatever name referred to) which may entitle the holder thereof to subscribe to shares in the Company, in each case up to the maximum value of the authorised share capital of the Company (in respect of each class) at such times and on such terms as they think proper. PROVIDED that the authority given under this Article shall be valid for five (5) years from 8 April 2021 and shall be renewable by ordinary resolution for further maximum periods of five (5) years each. This authority supersedes any previous authority granted by the shareholders under article 85 of the Act." (2) That article 4 of the Company's articles of association be deleted and replaced in its entirety by the following:
PROVIDED that subject to the provisions of article 88 of the Act, the Board of Directors of the Company may restrict and/or withdraw any and all pre-emption rights of the Company's shareholders for as long as the Board of Directors remains authorised to issue and allot Shares, options which may be convertible into such Shares, or any other rights or securities by whatever name referred to which may entitle the holder thereof to subscribe to Shares in the Company, in terms of Article 3 above and article 85 of the Companies Act." (3) That any one director and/or the company secretary, acting singly, be and hereby is, authorised to make the necessary amendments to the M&A in order to reflect the above; and to sign the updated M&A on the Company's behalf and do all things necessary to register the updated M&A with the Malta Business Registry and all other relevant authorities. Agenda item 11; Extraordinary resolution to approve the conversion of the Company to a Societas Europaea and consequential amendments to the Articles In order to make the Company more attractive to international investors, the Board proposes that the Company be converted into a Societas Europaea ("SE") (the "Conversion"). In the Board's view, the Conversion will consolidate the Company's European nature and will strengthen its international dimension. In addition, the Conversion will also allow the Company to benefit from a homogeneous legal framework which is generally recognised across the European Union. The Conversion will also require certain amendments to the M&A. Accordingly, the Board is proposing various amendments to the M&A in connection with the Conversion, together with certain other minor amendments to generally better align the M&A to the Company's status as a publicly listed company with its shares listed on two EU markets (including the lowering of the quorum threshold for general meetings which is currently unrealistically high for a public listed company). A marked up version of the M&A reflecting all of the aformentioned proposed amendments (including the various amendments proposed in agenda items 8 and 9) (the "New M&A") available on the Company's website at https://mgi.group/adjourned-egm-2021. The Board therefore proposes that the Adjourned Meeting adopts the following Extraordinary Resolutions: (1) That the Company be converted to a Societas Europaea. (2) That the Draft Terms as submitted to the Malta Business Registry by the Company be, and hereby are, approved. (3) That the M&A be substituted in their entirety by the New M&A. (4) That any one director and/or the company secretary, acting singly, be and hereby is, authorised to make the necessary amendments to the M&A in order to reflect the above; and to sign the updated M&A on the Company's behalf and do all things necessary to register the updated M&A with the Malta Business Registry and all other relevant authorities. The proposed New M&A as well as the Draft Terms (and accompanying explanatory report) are available on the Company's website at: https://mgi.group/adjourned-egm-2021. * * * Sören Barz Jenny Rosberg, ROPA, IR contact Stockholm Axel Mühlhaus / Dr. Sönke Knop, edicto GmbH, IR contact Frankfurt About Media and Games Invest plc The Company's certified advisor on Nasdaq First North Premier Growth Market is FNCA Sweden AB; info@fnca.se, +46-8-528 00 399.
08.04.2021 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. |
Language: | English |
Company: | Media and Games Invest plc |
St. Christopher Street 168 | |
VLT 1467 Valletta | |
Malta | |
Phone: | +356 21 22 7553 |
Fax: | +356 21 22 7667 |
E-mail: | info@mgi.group |
Internet: | www.mgi.group |
ISIN: | MT0000580101 |
WKN: | A1JGT0 |
Listed: | Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt (Scale), Munich, Stuttgart, Tradegate Exchange; FNSE |
EQS News ID: | 1182483 |
End of News | DGAP News Service |
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1182483 08.04.2021