Issue of Consideration Shares. 2.1 NADL shall issue the Consideration Shares to Rosneft in accordance with Clause 2 (NADL Issuance), Clause 10 (Completion) and Schedule 4 (Completion arrangements) and, subject to the terms of this Agreement, Rosneft shall:
Issue of Consideration Shares. The board of directors of ZignSec will resolve to issue the Consideration Shares at the completion of the transactions pursuant to the authorization granted by the annual general meeting on May 22, 2020. The Consideration Shares represent 3.0 per cent of the total number of shares and votes in ZignSec on a fully diluted basis. By issuing the Consideration Shares, the number of shares and votes increase by 691,461. The share capital increases by approximately SEK 27,402.66. The Consideration Shares are issued at SEK 22.05 per share which equals the ten day VWAP of ZignSec shares on Nasdaq First North Growth Market up to and including December 17, 2020 and using the FX rate EUR/SEK of 10.1645 per December 17, 2020, at Riksbanken. Closing of the transactions Closing of the transactions are subject to customary conditions including foreign investment approval, and closing is expected to take place during Q1 2021.
Issue of Consideration Shares. As part of the up-front payment, the board of directors of SenzaGen will resolve to issue the Consideration Shares at the completion of the transaction pursuant to the authorization granted by the annual general meeting on 5 May 2021. The subscription price for the shares, to be paid with contribution in kind, has been determined to SEK 14,71 per share corresponding to the volume- weighted average price of SenzaGen’s shares on Nasdaq First North Growth Market during 7 – 26 October 2021. The Consideration Shares are under lock-up for 24 months following the closing of the acquisition. The Consideration Shares represent 2 percent of the total number of shares and votes outstanding in SenzaGen. By issuing the Consideration Shares, the number of shares and votes increase by 416,586. The share capital increases by SEK 20,829.30. Closing of the transaction Closing of the transaction are subject to customary conditions and closing is expected to take place in the beginning of November 2021. Contacts Xxxxx Xxxxxxxxx, CEO, SenzaGen AB Email: xxxxx.xxxxxxxxx@xxxxxxxx.xxx | Tel: +00 00 000 0000 Xxxx Xxxxxxxxx Lawesson, VP Marketing & Communications Email: xxxx.xxxxxxxx@xxxxxxxx.xxx | Tel: +00 000-00 00 00 About us SenzaGen aims to be a leader in non-animal toxicology testing driving the transition from animal testing to methods better suited to reflect human biology. The company has a growth strategy which involve continued commercialization of the in house developed GARD® test platform, expansion of the test portfolio with a broader range of tests and pursuing acquisition opportunities of profitable and growing companies with complementary offerings. The company´s state-of-the-art GARD® test platform combines genomic data from human cells with machine learning for a unique capability to identify and analyze whether a chemical could cause allergic reactions on the skin or in the respiratory tract. Its high informational content and a holistic view of the immunological responses contribute to high predictive accuracy and human relevance. SenzaGen has its headquarters and GLP certified laboratory in Lund, Sweden, and a subsidiary in the US. For more information, please visit: xxx.xxxxxxxx.xxx. SenzaGen is listed on Nasdaq Stockholm First North Growth Market (ticker: SENZA), and FNCA Sweden AB, +46(0)8-528 00 399, xxxx@xxxx.xx, is the company’s Certified Adviser. This information is information that SenzaGen is obliged to make public pursuant to the EU Market Abuse Regu...
Issue of Consideration Shares. The board of directors of ZignSec will resolve to issue the Consideration Shares at completion of the transactions pursuant to the authorization granted by the annual general meeting on May 22, 2020. Based on the FX rate USD/SEK of SEK 8.66 per USD 1.00, the Consideration Shares represent 1.48 percent of the total number of shares and votes in ZignSec on a fully diluted basis. By issuing the Consideration Shares, the number of shares and votes increase by 296,914. The share capital increases by approximately SEK 11,766.73. The Consideration Shares are issued at a price of SEK 17.50 per share which equals the 20 day VWAP of ZignSec shares on Nasdaq First North Growth Market up to and including August 28, 2020. Closing of the transactions Closing of the transactions are subject to customary conditions and closing is expected to take place during the fourth calendar quarter 2020. Advisers Eversheds Sutherland is acting as legal counsel to XxxxXxx in the transactions. For further information, please contact: Xxxx Xxxxxxxxx, CEO Phone: +00 0 000 000 00 xxxx.xxxxxxxxx@xxxxxxx.xxx Xxxxxxxxx Xxxxxx, Chairman Phone: +00 00 000 00 00 xxxxxxxxx.xxxxxx@xxxxxxx.xxx
Issue of Consideration Shares. Following the approval of Shareholders obtained at the EGM held on 19 April 2007 of, inter alia, the Proposed Acquisition, the Board is pleased to announce that the Proposed Acquisition was completed today. On completion of the Proposed Acquisition, 2,687,508,000 Consideration Shares (which are consolidated into 268,750,800 Consolidated Consideration Shares), were issued in favour of the Vendors and certain key management and staff as determined by the Vendors (as disclosed under the section “Grant of Staff Shares” on pages 48 and 49 of the Circular) as consideration for the Proposed Acquisition. In this connection, the Board would like to inform Shareholders that in relation to the grant of the Staff Shares, there will be a charge of approximately US$1.2 million1 and US$2.3 million to the Group’s profit and loss statements in respect of FY2006 and FY2007, respectively. As disclosed under Section 3.4 entitled “Profit” on page 23 of the Circular, approximately US$2.5 million of the shareholder loans owing by Hup Soon to each of the Vendors has been waived, the gain from which would offset the foregoing charge of approximately US$2.3 million in relation to the grant of the Staff Shares in FY2007. 1 Under Section 4 entitled “The Financial Effects of the Proposed Acquisition and the Sino-Twinwood Sale” on page 26 of the Circular, it was disclosed that the unaudited proforma net profit of the HSG Group for FY2006 amounted to approximately US$4.8 million. Taking into account the aforementioned charge relating to the grant of the Staff Shares of approximately US$1.2 million, the unaudited proforma net profit of the HSG Group in FY2006 would be approximately US$3.6 million. The charge will have no impact on the NTA of the HSG Group.
Issue of Consideration Shares. 1 2 3 Number of Consideration Shares to be issued to the Escrow Agent Name & addresses of the Vendors Number of Consideration on Completion in respect Shares to be issued of General Indemnified directly to Claims and held Vendor on Completion in escrow --------------------------------------------------------------------------------------------------------------------------------- 1. Caversham Trustee Limited as trustee of The Baron Settlement, 471,169 52,352 XX Xxx 000, Xxxxxxx Xxxxx, 00 Xxxxx Xxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX, Channel Islands --------------------------------------------------------------------------------------------------------------------------------- 2. Ki Corporation, Ltd, XX Xxx 000 2,428,372 269,819 Xxxxx Xxxxx Xxxxx Xxxxxxxx Xx Xxxxxx Xxxxxx XX0 0XX, Channel Islands --------------------------------------------------------------------------------------------------------------------------------- 3. Xx Xxxxxxxxxxxx as trustee of the Xxxxx Trust c/o Vermogensverwaltung 1,875,105 208,345 Xx X.X. Xxxxxxxxxxx AG Xxxxxxxxxxxx 00 XX 0000 Xxxxxx Xxxxxxxxxxx --------------------------------------------------------------------------------------------------------------------------------- 4. Lisdar Limited, XX Xxx 000, 78,937 8,770 Malzard House, 00 Xxxxx Xxxxxx, Xx Xxxxxx, Xxxxxx XX0 0XX, Channel Islands --------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------- 1 2 3 Number of Consideration Shares to be issued to the Escrow Agent Name & addresses of the Vendors Number of Consideration on Completion in respect Shares to be issued of General Indemnified directly to Claims and held Vendor on Completion in escrow --------------------------------------------------------------------------------------------------------------------------------- 5. Xxxxxxx X. Xxxxxxxx, c/o Meridian VAT Reclaim, Inc. 241,319 26,813 000 Xxxx 00 Xxxxxx 0xx Xxxxx Xxx Xxxx, XX 00000 --------------------------------------------------------------------------------------------------------------------------------- 6. Normandy Investments Inc., c/o Heritage Trust Limited 145,801 16,200 Xxxxxxx Xxxx XX Xxx 000 Xx Xxxxxxxx Xxxxxx St Xxxxx Port, Guernsey GY1 4EL, Channel Islands -----------------------------------------------------------------------------------------------------------...
Issue of Consideration Shares. 5.1 The obligations of the Purchaser to effect Settlement and to issue the Consideration Shares under this Agreement shall be conditional upon the following:
Issue of Consideration Shares. All necessary corporate action has been taken to authorize the issue and sale of, and the delivery of certificates representing, the Consideration Shares.
Issue of Consideration Shares. 5.1 In consideration of the provision of the Services by Unrest, the Company shall allot and issue the Consideration Shares to Unrest, or to such person as Unrest may direct, as soon as reasonably practicable after the Effective Date and in any event no later than the earlier of:
