Notice of Extraordinary General Meeting in Immunicum AB (publ)

Press Release

16 October 2018

Notice of Extraordinary General Meeting in Immunicum AB (publ)

The shareholders of Immunicum AB (publ) (the "Company"), reg. no 556629-1786, hereby summon to Extraordinary General Meeting on Thursday, 8 November 2018, at 14:30 p.m. at United Spaces, Östra Hamngatan 16, SE-411 Gothenburg, conference room Arenan. Registration for the meeting will commence at 14:00 p.m.


NOTIFICATION

Shareholders who wish to attend the meeting shall:

  1. be recorded in the share register maintained by Euroclear Sweden AB on the record date of Thursday, 1 November 2018, and
     
  2. not later than on Thursday, 1 November 2018 have notified their attendance and possible advisors to the Company; either in writing via letter to Immunicum AB (publ), "General meeting", Grafiska vägen 2, SE-412 63 Gothenburg or by e-mail to info@immunicum.com.

The notification shall include full name, personal/corporate identity number, address, daytime telephone number and, when applicable, information about deputies, proxies and advisors. The number of advisors can be at most two. In order to facilitate registration for the meeting, the notification should, when applicable, be accompanied by powers of attorney, registration certificates and other documents of authority.

Personal data obtained from the share register maintained by Euroclear Sweden AB, the notice and attendance at the meeting and data regarding deputies, proxies and advisors will be used for registration, preparation of the voting list for the meeting and, when applicable, the minutes from the meeting.

NOMINEE REGISTERED SHARES
Shareholders who have had their shares registered in the name of a nominee must, in order to be entitled to participate at the meeting, request temporary registration in the transcription of the share register maintained by Euroclear Sweden AB. The shareholder must notify the nominee hereof well in advance of Thursday, 1 November 2018, at which time such registration shall have been made.

PROXIES
Shareholders represented by a proxy shall issue a power of attorney which shall be dated and signed by the shareholder. If issued by a legal entity, the power of attorney shall be accompanied by a certified copy of the certificate of registration of the legal entity or, if such document does not exist, of a corresponding document of authority. Power of attorney forms for shareholders who wish to participate by proxy are available on the Company's website www.immunicum.com. The original version of the power of attorney shall also be presented at the meeting.

PROPOSED AGENDA
1.            Opening of the meeting and election of chairman of the meeting.
2.            Preparation and approval of the voting list.
3.            Presentation and approval of the agenda.
4.            Election of one or two persons to check the minutes.
5.            Determination as to whether the meeting has been duly convened.
6.            Resolution on approval of directed new issue of shares.
7.            Resolution on approval of new issue of shares (rights issue).
8.            Closing of the meeting.

RESOLUTIONS PROPOSED BY THE BOARD OF DIRECTORS
Item 6. Resolution on approval of directed new issue of shares
The board of directors proposes that the meeting resolves to approve the board of directors' resolution of 16 October 2018 on a new issue of shares with deviation from the shareholders' preferential rights on the following terms:

Share capital increase and number of shares
The Company's share capital shall be increased with a maximum amount of SEK 1,046,779.40 by issue of at most 20,915,588 new shares.

Right to subscribe for new shares
The right to subscribe for the new shares shall, with deviation from the shareholders' preferential rights, only fall upon a limited numbers in accordance with Appendix A. The reason for the deviation from the shareholders' preferential rights is that it is considered beneficial for Immuncium's continued development to strength the shareholder base with a number of strategic and long-term shareholders and to take advantage of the opportunity to raise capital on favourable terms for the Company.

Subscription price and issue amount
The subscription price shall be SEK 8.50 per share. At full subscription the Company will be provided with an amount of SEK 177,782,498 (before issue expenses).

Subscription and payment
Subscription shall be effected by simultaneous payment of the subscription amount to an account assigned by the Company, at latest 18 December 2018. The board of directors is entitled to extend the subscription and payment period.

Right to dividends
The new shares shall entitle to dividends as from the first time on the record date for dividends resolved that occurs following when the shares have been recorded in share register maintained by Euroclear Sweden AB and when the registration of the new issue of shares at the Swedish Companies Registration Office has been made.

Other
Documents according to Chapter 13 Section 6 of the Swedish Companies Act have been prepared and are kept available at the Company's office. For the present resolution to be registered it is required that the proposal is approved by shareholders holding at least two-thirds (2/3) of both the votes cast and the shares represented at the meeting. The board of directors, the managing director, or the person appointed by the board of director, shall be entitled to take the minor adjustments of the resolution required in connection with the registration at the Swedish Companies Registration Office or at Euroclear Sweden AB.

Item 7. Resolution on approval of new issue of shares (rights issue)
The board of directors proposes that the meeting resolves to approve the board of directors' resolution of 16 October 2018 on a new issue of shares with preferential rights for the shareholders with the following terms:

Share capital increase and number of shares
The Company's share capital shall be increased with a maximum amount of 1,019,170.60 SEK by issue of at most 20,383,412 new shares.

Right to subscribe for new shares
The shareholders in the Company are entitled to subscribe for new shares with preferential rights. The record date for obtaining subscription rights and right to participate in the new issue of shares with preferential rights shall be on Wednesday, 21 November 2018.

Shareholders in the Company shall have preferential right to subscribe for shares whereupon one (1) existing share in the Company entitles to one (1) subscription right and five (5) subscription rights entitle to subscribe for two (2) new shares.

New shares may also be subscribed for without subscription rights.

Subscription price and issue amount
The subscription price shall be SEK 8.50 per share. At full subscription the Company will be provided with an amount of 173,259,002 SEK (before issue expenses).

Subscription and payment
Subscription of shares, both with and without the exercise of subscription rights, shall take place during the period starting on Monday, 26 November 2018 up to and including Monday, 10 December 2018. Subscription by exercise of subscription rights shall be effected by simultaneously payment of the subscription amount to an account assigned by the Company. Subscription of shares without the exercise of subscription rights shall be effected on a special form for notice of subscription. Payment for shares subscribed for without the exercise of subscription rights shall be made to an account assigned by the Company not later than three (3) banking days after the notification of allotment. The board of directors is entitled to extend the subscription and payment period.

Allotment
In the event that not all shares are subscribed for by exercise of subscription rights the board of directors shall, up to the maximum amount of the share issue, resolve on allotment of shares subscribed for without the exercise of subscription rights.

Such allotment shall firstly be allocated to persons that have subscribed for shares by exercise of subscription rights, irrespective of whether they were shareholders on the record date or not, pro rata in relation to the amount of subscription rights that each one exercised for subscription, secondly to others that have declared their interest to subscribe for shares without preferential rights, pro rata in relation to their declared interest, and thirdly to such persons who guarantee the share issue, pro rata in relation to the undertakings made. To the extent allotment in accordance with above cannot be effected, allotment shall be effected by the drawing of lots.

Right to dividends
The new shares shall entitle to dividends as from the first time on the record date for dividends resolved that occurs following when the shares have been recorded in share register maintained by Euroclear Sweden AB and when the registration of the new issue of shares at the Swedish Companies Registration Office has been made.

Other
Documents according to Chapter 13 Section 6 of the Swedish Companies Act have been drawn up and are kept available at the Company's office. For the present resolution to be registered it is required that the proposal is approved by shareholders holding more than half of the votes cast. The board of directors, the managing director, or the person appointed by the board of director, shall be entitled to take the minor adjustments of the resolution required in connection with the registration at the Swedish Companies Registration Office or at Euroclear Sweden AB.

SHAREHOLDERS' RIGHT TO REQUEST INFORMATION
Pursuant to Chapter 7 Section 32 of the Swedish Companies Act, the board of directors and the managing director shall, if any shareholder so requests and the board of directors deems that it can be done without significant harm to the Company, provide information at the general meeting regarding circumstances which may affect the assessment of a matter on the agenda.

NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares and votes in the Company at the date of this notice is 50,958,531. Only one class of shares exists and the Company has no holding of own shares. The details relates to conditions when the notice was executed.

DOCUMENTS
Complete proposals for resolutions, the board of directors' resolution on new share issue, the board of directors' resolution on rights issue and statements and reports according to the Swedish Companies Act, are available at the Company's office and on the Company's website, www.immunicum.com, not later than three weeks before the meeting, and will be sent to the shareholders who so request and provide their e-mail or postal address. All of the documents will be present at the general meeting.

The notice will be announced in the Official Swedish Gazette on Thursday, 18 October 2018 and will also be published on the Company's website, www.immunicum.com. An announcement that the notice has been made will be published in Dagens Industri on Thursday, 18 October 2018.

OTHER
In the event of any discrepancies between the two language versions, the Swedish version shall prevail.

*****
Gothenburg, October 2018
Immunicum AB (publ)
The board of directors

For more information, please contact:

Carlos de Sousa, CEO, Immunicum
Telephone: +46 (0) 31 41 50 52
E-mail: info@immunicum.com  

Michaela Gertz, CFO, Immunicum
Telephone: +46 70 926 17 75
E-mail: ir@immunicum.com 

Media Relations

Gretchen Schweitzer and Joanne Tudorica
Trophic Communications
Telephone: +49 172 861 8540
E-mail: ir@immunicum.com

This information is information that Immunicum (publ) is obliged to make public pursuant to Nasdaq Stockholm's Rule book for Issuers. The information was submitted for publication, through the agency the contact person set out above, at 8.15 am CET on 16 October 2018.

 

About Immunicum AB (publ)

Immunicum is establishing a unique immuno-oncology approach through the development of allogeneic, off-the-shelf cell-based therapies. Our goal is to improve survival outcomes and quality of life by priming the patient's own immune system to fight cancer. The company's lead product ilixadencel, consisting of pro-inflammatory allogeneic dendritic cells, has the potential to become a backbone component of modern cancer combination treatments in a variety of solid tumor indications. Founded and based in Sweden, Immunicum is publicly traded on the Nasdaq Stockholm www.immunicum.com