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SEC Filings

6-K
ADVANCED ACCELERATOR APPLICATIONS S.A. filed this Form 6-K on 05/30/2017
Entire Document
 
 

RESOLUTIONS TO BE TAKEN IN THE COURSE OF THE EXTRAORDINARY SHAREHOLDER MEETING

 

1st resolution (Delegation of authority to be granted to the Board of Directors to issue detachable warrants with cancellation of the preferential right of subscription of shareholders for the benefit of the non-executive members of the Board of Directors)

 

The Assembly, voting under the quorum and majority conditions required for extraordinary shareholder meetings, after having heard (i) the report of the Company's Board of Directors and (ii) the statutory auditor's special report of the Company,

 

In accordance with articles L. 225-129-2, L. 225-138 and L. 228-91 et seq. of the French Commercial Code:

 

Delegates authority to the Board of Directors to issue, in one or more times, a maximum amount of 175,000 detachable warrants which give the right to subscribe to a maximum number of 175,000 of the Company’s shares, equivalent to 0.2% of the Company’s share capital at the present date of this shareholder meeting; this limit shall be increased by the number of shares required, in case of adjustments, to preserve the rights of holders as per article L.228-99 of the French Commercial Code.

 

Decides that each warrant issued pursuant to this delegation shall give entitlement to subscribe to one (1) Company share with a par value of 0.10 Euro during the exercise period which will be set by the Board of Directors at the time of granting of the warrants and in a manner authorized by law and regulations.

 

Decides that (i) the subscription price of each warrant shall be determined by the Board of Directors on the date of each issuance of said warrant according to the fair market value of the Company’s shares at such date and that (ii) each warrant shall give right for its holder to subscribe to one (1) Company share on payment of the subscription price by its holder as set by the Board of Directors at the date of issuance of said warrant as follows: The subscription price per share shall not be lower than the average closing price of the last thirty (30) trading days immediately before the grant date.

 

Decides that the warrants must be exercised within a period of three years from their issuance and that they will lose all validity after this date. However the Board of Directors may shorten this deadline for beneficiaries residing in specific countries wherever such a measure is required to comply with local statutes.

 

Decides to waive shareholders’ preferential subscription right and to reserve the entire warrants’ subscription to the benefit of a determined category of persons meeting specified characteristics within the meaning of article L. 225-138 of the French Commercial Code, that is to say persons who, at the date of issuance, are non-executive members of the Board of Directors.

 

Decides that the new shares subscribed by the exercise of warrants shall be subscribed in cash and shall be fully paid-up on their subscription.

 

Decides that if the subscriptions do not absorb an entire warrant issue, the Board of Directors may either limit the amount of the issue to the amount of subscriptions, or freely share among the beneficiaries all or part of the unsubscribed warrants.

 

Notes that this decision implies, by law, to the benefit of the owners of these warrants, an express waiver by shareholders of their preferential right of subscription to the shares which will be issued when said warrants are exercised. The capital increase resulting from the exercise of warrants shall be definitively completed by the mere declaration that the warrants have been exercised, accompanied by the subscription form and payment of the subscription price.

 

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