Saxo Bank to put to vote increase in share capital for settling offer for BinckBank

Maria Nikolova

The proposal will be put to vote at an extraordinary general meeting of Saxo Bank A/S, to be held on July 24, 2019, at 12am.

Online trading services provider Saxo Bank will convene an extraordinary general meeting for the purpose of voting on proposed increase in share capital. The meeting is set to be held on July 24, 2019, at 12am, at the company’s premises, Philip Heymans Allé 15, 2900 Hellerup, Denmark.

The single item on the agenda is a proposal to authorise the Board of Directors to increase the company’s share capital for the purpose of settling the recommended public offer by Star Bidco B.V., a direct wholly-owned subsidiary of Saxo, for the shares in BinckBank N.V., once the offer is declared unconditional and Saxo must fund the settlement.

Under the proposal, Saxo’s share capital will be increased from nominally DKK 68,283,943 by nominally DKK 5,153,506 to nominally DKK 73,437,449 by cash contribution.

It is proposed that a new Article 5a be inserted as follows:

  • “5a.1 The board of directors is authorised until 31 December 2019 – with right of pre-emption for the Company’s shareholders – to resolve upon one or more capital increases, by cash contribution through subscription for new shares, by up to a total of nominally DKK 5,153,506.
  • 5a.2 The capital increases shall take place at a price of EUR 19.4042690 per share of nominal value of DKK 1 in the Company.
  • 5a.3 The new shares shall of the same class as the existing shares, shall be fully paid, shall be non-negotiable instruments and shall not be subject to restrictions on transfer except as set out in article 4.4 of the Articles of Association. No shareholder shall obliged to have the new shares redeemed neither fully nor partially. In addition, the board of directors shall set the detailed terms and conditions for capital increases implemented pursuant to the authorisation.”

The Board of Directors notes that the proposed authorization of the Board of Directors to increase the Company’s share capital requires a majority of 85% of share capital represented at the general meeting and the votes cast at such general meeting, cf. Article 11.6 of the Articles of Association.

Shareholders will be granted access to the extraordinary general meeting upon submission of the request for an admission card no later than July 19, 2019.

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