Press release may 18, 2017
The shareholders of Ratos AB (publ), org.no 556008-3585, are hereby invited to the extraordinary general meeting on Wednesday 14 June 2017 at 11: 00 a.m. in the Sibeliussalen, Finlandshusets konferens, Snickarbacken 4, Stockholm. Admission to the annual general meeting takes place at 10.30 am.
Shareholders who wish to participate in the annual general meeting shall
be registered in the Euroclear Sweden AB share database by Thursday 8 June 2017,
and notify their participation to the company no later than on Thursday 8 June 2017.
Notification of participation can be made via the website www.ratos.se, by phone 08-518 01 550 on weekdays at 9.00-16.00 or in writing at the address Computershare AB, “Ratos extraordinary general meeting 2017”, Box 610, 182 16 Danderyd, sweden. The notice shall include name, personal or corporate identity number, address, telephone number and any assistants.
Shareholders who have nominee registered their shares must, in order to participate in the agm and exercise their right to vote, re-register the shares in their own name. Such registration, which may be temporary, must be effected at Euroclear Sweden AB on Thursday 8 June 2017. This means that the shareholder in good time prior to this date must inform the trustee about this.
Powers of attorney, registration certificates and other authorisation documents should be in order to facilitate the inpasse-ring at the annual general meeting be sent to the company at the latest on Thursday 8 June 2017, under the above-stated address. The company provides proxy forms on the company’s website www.ratos.se.
1. Opening of the meeting and election of chairman at the meeting.
2. Preparation and approval of the voting list.
3. Election of two persons to verify the minutes with the chairman to adjust the protocol.
4. Examination of whether the meeting has been duly convened.
5. Approval of the agenda.
6. The board of directors ‘ proposal for a decision on the approval of the transfer of shares in the subsidiary company, Sophion Bioscience A/S.
7. Closure of the meeting.
The board of directors ‘ proposal for a decision on the approval of the transfer of shares in the subsidiary company, Sophion Bioscience A/S (paragraph 6)
The board of directors proposes that the meeting approves the transfer of Ratos shares in the Sophion Bioscience A/S (“Sophion Bioscience”) to one of the Thais Johansen controlled a newly formed förvärvsbolag. Thais Johansen is the executive director of Sophion Bioscience.
Ratos indirect wholly-owned subsidiary of Sophion Holding AB (org.no 556835-3816), which holds all the shares in the Sophion Bioscience, has signed agreements on the transfer of all the shares in the Sophion Bioscience to one of the Thais Johansen controlled a newly formed förvärvsbolag. Because the Thais Johansen is the executive director of Sophion Biosience covered the transfer of the 16 chapter of the companies act (the so-called Leo rules) and is thus subject to Ratos sue approves it.
Sophion Bioscience is a Danish manufacturer in the field of Automated Patch Clamping (APC) and sell the instruments, note: and service. APC technology is used in drug discovery for the study of ion channels. Sophion Bioscience is the market leader in its segment and our customers include most major pharmaceutical companies. The company has approximately 50 employees and an annual turnover of approximately Sek 100 million. The company sells globally through its own sales force and distributors, and has headquarters in Copenhagen. Ratos became, through its subsidiaries, the owner of Sophion Bioscience in July 2011.
Sophion Bioscience was one of the two business areas in Ratos subsidiary Biolin Scientific with one business line Analytical Instruments was sold in december 2016. In connection with the Analytical Instruments were sold has Sophion Bioscience operated as an independent company in the Ratos and reported as other assets in the Ratos group.
Ratos has in 2016/2017 with the help of an external financial advisor, conducted a sale process also in respect of Sophion Bioscience. Of the bids received, it is considered the Thais Johansen’s bid to be the for Ratos of the most economically advantageous bid with the highest cash payment in access.
The purchase price for all shares in the Sophion Bioscience amounts to Sek 60 million. The company has in recent years been a declining trend in earnings and the operating result (EBITA) amounted to 2016, the to-0.6 Million. The sale does not give rise to any significant capital gain or capital loss in Ratos. Ratos board of directors deems that the transfer is of less importance for Ratos.
The transfer agreement includes the customary warranties and conditions, the Ratos board of directors may deem marketable.
Decision under this paragraph is valid only if supported by shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.
Of shares and votes
At the date of issue of this notice, there is a total of 324 970 896 shares in the company, of which 84 637 060 are A-shares with one vote each, 239 503 836 is B-shares with one-tenth of a vote each, and 830 000 class C preference shares with one-tenth of a vote each, corresponding to a total of 108 670 443,6 votes. The company holds as of the same day 5 126 262 own shares of series B and 122 592 private class C preference shares, equivalent to 524 885,4 votes, which can not be represented at the meeting.
Information on the meeting
The board of directors and the CEO shall, if any shareholder so requests and the board believes that it can be done without material harm to the company, provide information regarding circumstances that may affect the assessment of a matter on the agenda.
The complete proposal
The board’s complete proposal to the decisions listed above, and are kept available at the company at Drottninggatan 2 in Stockholm and on the company’s website www.ratos.se. The proposal will be sent without charge to those shareholders who specifically requested it.
Stockholm in may 2017
Ratos AB (publ)
The board of directors
For further information:
Magnus Agervald, ceo of Ratos, 08-700 17 00
Helene Gustafsson, investor relations and press officer of Ratos, 08-700 17 98
Financial calendar from Ratos:
Interim report January-June 2017 August 17, 2017
Interim report January-september 2017 november 14, 2017
Ratos is an investment company that owns and develops unlisted medium-sized companies in the Nordic region. The goal is to as an active owner contributing to the long-term and sustainable enterprise development in the companies and to implement value-creating transactions. Ratos portfolio consists of 17 nordic medium-sized companies in which the largest sectors in the turnover are Construction, Industry and Consumer goods/Trade. Ratos is listed on Nasdaq Stockholm and has a total of approximately 14 200 employees.