download PDF - Newron

ight by the Company’s current shareholders to subscribe to the share capital increase, to be
offered in the subscription to the employees of the Company and to the employees of the
Company’s subsidiaries. Of this capital increase, no shares were required and used in the closing
of the acquisition of the totality of the share capital of Hunter-Fleming Ltd. By August 31,
2008, the shares turned null and void.
c) granting of powers to the Board of the Company, as permitted under Article 2443 of the
Italian Civil Code to increase the Company’s share capital up to a maximum amount of
EUR 170,000.00, corresponding to a maximum amount of 850,000 of Newron’s ordinary shares,
with par value of EUR 0.20 per share, which may be issued and allotted in one or more instalments
at varying subscription prices, to the exclusion, as permitted under Italian Civil Code
Article 2441, Paragraph 5, of any pre-emptive right by the Company’s current shareholders to
subscribe to the share capital increase. The duration of such grant is for five years upon granting
date.
d) granting of powers to the Board of the Company, as permitted under Article 2443 of the
Italian Civil Code to increase the share capital up to 10% of the Company’s share capital, to
the exclusion of any pre-emptive right by the Company’s current shareholders to subscribe
to such share capital increase, as permitted under Italian Civil Code Article 2441, Paragraph 4,
second sentence and under Article 6 of the Company’s by-laws, as eventually amended. The
duration of such grant is for five years upon granting date.
In exercise of the powers granted to the Board in the extraordinary shareholders’ meeting
as of April 24, 2008, the Board has by decision as of December 3, 2008, reserved 450,334 ordinary
shares for the execution of the Standby Equity Distribution Agreement with YA Global
Investments, L.P. During 2009, a total of 97,044 shares had been newly issued and delivered
to YA Global Investments, L.P., under the agreement, of which 16,242 shares were used to cover
the commitment fee under the agreement and 80,802 shares were newly issued in return
for about CHF 1.7m proceeds that were received from YA Global Investments, L.P.
As per decision of the Board as of November 27, 2009, the Board has revoked the not yet
issued 306,859 shares reserved for the execution of the Standby Equity Distribution
Agreement with YA Global Investments, L.P. As per the same date, the Board has decided to
increase the Company’s share capital, excluding any pre-emptive rights by the Company’s
current shareholders to subscribe to such share capital increase, by an amount of EUR 88,000.00,
corresponding to 440,000 new Newron ordinary shares with a par value of EUR 0.20 per
share. These shares have been subscribed in a private placement announced by the Company
as of November 20, 2009, by two groups of leading international institutional investors.
On April 2, 2010, the extraordinary shareholders’ meeting resolved, among other things, to
a) increase the Company’s share capital with option right by the Company’s current shareholders
pursuant to Article 2441 of the Italian Civil Code, in one or more tranches, up to a
maximum par value of EUR 375,844.00, corresponding to a maximum amount of 1,879,220
Newron ordinary shares, of which a maximum of 230,781 new ordinary shares to be offered
to employees of the Company or its subsidiaries with exclusion of the option right pursuant
to Article 2441, paragraph 8, of the Italian Civil Code.
b) revoke, for the non-executed part, the December 3, 2008, Board resolution – as amended by
the November 27, 2009, Board resolution – and increase the Company’s share capital up to 10%
of the Company’s share capital as permitted by Article 2441, paragraph 4, second sentence of
the Italian Civil Code.
Capital Structure – Newron Annual Report 2011 17