Dome Energy summons its shareholders to an extra ordinary shareholders meeting on January 18, 2017

Dome Energy AB (herein after “Dome” and/or “the Company”) today announces that the Board of Dome, domiciled in Stockholm, Sweden, hereby summons its shareholders to an Extra Ordinary Shareholders Meeting at 11.00 hours on January 18, 2017, in Stockholm.

Shareholders of Dome Energy AB (publ) reg. no. 556533-0189, (the “Company”), are hereby invited to attend the extraordinary general meeting to be held on Wednesday, 18 January 2017 at 11.00 a.m. CET at Engelbrektsgatan 9-11, Stockholm.

Notice of attendance and more

Shareholders who wish to attend the extraordinary general meeting shall

  • be recorded in the share register maintained by Euroclear Sweden AB on Thursday 12 January 2017, and
  • notify their intention to attend the meeting no later than on Thursday 12 January 2017 at 12.00 a.m. CET. The notification shall be in writing and sent to: Dome Energy AB (publ), “Extraordinary general meeting 2016” Engelbrektsgatan 9-11, SE-114 32 Stockholm, or by email to Marianne Brandt at [email protected] or by telephone + 46 70 523 92 14. The notification should state the name, personal identification number or company registration number (or equivalent), complete address, telephone number, shareholding, the number of assistants, if any (max. two (2)) and information of proxy holders or other representatives, if applicable.

 

Proxy holders

Shareholders represented by proxy must issue a power of attorney, signed by the shareholder and dated. The power of attorney is valid for maximum one (1) year from the date of issuance, unless it specifically sets out a longer period of validity. The period of validity shall not exceed five (5) years from the date of issuance. The original version of the power of attorney should be sent to the Company at the above-mentioned address well in advance of the meeting. The original version of the power of attorney should also be presented at the meeting. A form of the power of attorney will be available on the Company’s website: http://www.domeenergy.com/ www.domeenergy.com under the section “Shareholders meetings” three (3) weeks before the extraordinary general meeting and will be sent to shareholders who so request. Such request may be done in the same manner as the notification to the meeting. The person who represents a legal person shall be required to submit a certified copy of the certificate of registration of that legal person or equivalent documentation evidencing the authority of the signatory.

Nominee-registered shares

Shareholders whose shares are registered in the name of a nominee through a bank or nominee must temporarily re-register their shares in their own names in the share register maintained by Euroclear Sweden AB, in order to be entitled to participate at the extraordinary general meeting (registration of voting rights). Such re-registration must be effected no later than Thursday, 12 January 2017, meaning that shareholders must instruct their nominees well in advance of this date.

Proposed agenda

At the extraordinary general meeting the following items shall be considered:

  1. Opening of the meeting.
  2. Appointment of chairman of the meeting.
  3. Preparation and approval of the voting list.
  4. Election of one or two persons, in addition to the chairman, to verify the minutes.
  5. Approval of the agenda.
  6. Determination of whether the meeting has been duly convened.
  7. Resolution regarding the board of directors’ proposal to approve the board of directors’ resolution on issuance of warrants.
  8. Resolution regarding the board of directors’ proposal to approve the board of directors’ resolution on set off issue.
  9. Resolution to adopt new articles of association.
  10. Resolution regarding the board of directors’ proposal to new issuances:
  11. Rights issue of shares; and
  12. Issuance of new shares addressed to the general public in Sweden and international investors.
  13. Resolution to, with deviation from the shareholders’ preferential rights, issue warrants.
  14. Resolution on a, with deviation of the shareholders’ preferential rights, conditional issue of warrants.
  15. Closing of the meeting.

 

Proposed Resulotions

The general meeting is convened due to the conditions of an agreement regarding a bridge financing entered into by the Company and Middelborg Invest AS (”Middelborg” and ”Loan Agreement”, respectively). The Loan Agreement contains a condition that the Company shall carry out a Rights Issue of SEK 52,087,373 (as defined in section 10a below). As a security for the Loan, Middelborg has, in the Loan Agreement, set out a condition according to which the Company in several tranches (see sections 8, 11 and 12 below) shall issue warrants to Middelborg, which, if the Company does not comply with its payment obligation under the Loan Agreement, will give Middelborg the right to subscribe to a total of 267,877,920 shares in the Company at a subscription price of SEK 0.10 per share. The proceeds from the Rights Issue are intended to be used in part to completely re-pay the debt under the Loan Agreement, whereby the warrants mentioned in the notice shall be returned to the Company for cancellation according to the terms and conditions set forth in the Loan Agreement.

If all the warrants in accordance with sections 7, 10 and 11 below are issued and exercised for subscription of new shares, and assuming that the issuance of shares proposed in section 9 does not result in issuance of new shares, Middelborg will, through the exercise, subscribe for a total of 267,877,920 shares in the Company, corresponding to approximately 75 per cent of all outstanding shares and votes in the Company (after dilution).

In case the general meeting does not resolve in accordance with the board of director’s proposals under sections 7-11 below, the Company will be in breach of the Loan Agreement, thus resulting in an immediate liquidity crisis.

The Company refers to the press release on the 19 December 2016 for additional information about the Loan Agreement as well as the resolutions to be resolved upon by the shareholders proposed by the board of directors.

Item 7 – Resolution regarding the board of directors’ proposal to approve the board of directors’ resolution on issuance of warrants

The board of directors of the Company has on 19 December 2016 resolved, subject to the subsequent approval by the general meeting, to issue warrants. The board of directors proposes that the general meeting approves the board of directors’ resolution.

The resolution essentially entails the following. 48,315,140 warrants have, subject to the subsequent approval by the general meeting, been allotted to Middelborg. The share capital can, if all warrants are exercised for subscription of new shares, increase with SEK 4,831,514. The warrants have been issued without consideration. The basis for the consideration, and the reason for deviating from the shareholders’ preferential rights, is the Loan Agreement according to which Middelborg has the right to an early termination of the Loan Agreement in the event the warrants are not issued in accordance with the proposed conditions. The Loan Agreement contains conditions according to which the warrants may be exercised only in the event that the Company has not repaid the entire loan before its maturity under the Loan Agreement (the “Condition”), as well as conditions according to which the warrants shall be held in escrow by an independent agent until it is determined whether the Condition has been fulfilled. If the Condition is not fulfilled, Middelborg shall, in accordance with the Loan Agreement, return the warrants to the Company for cancellation. Each warrant shall entitle the holder to, during the period between 31 March 2017 to 30 April 2017, subscribe for one (1) share in the Company.

Item 8 – Resolution on the board’s proposal to approve the board’s resolution on set-off issue

The board of directors of the Company has on 19 December 2016 resolved to, subject to the subsequent approval by the general meeting, issue 54,890,695 shares through set-off. The board of directors proposes that the general meeting approves the board of directors’ resolution.

The resolution essentially entails the following. 54,890,695 shares have, subject to the subsequent approval by the general meeting, been issued to Range Ventures LLC (”Range”), corresponding to an increase in the Company’s share capital of SEK 5,489,069.50. The subscription price of SEK 1 per share, in total SEK 54,890,695, has been paid through set off against part of Range’s claim on the Company. According to the board of directors’ assessment the consideration, in the light of the Loan Agreement and that the Company’s debt by the set off issue will decrease, the total debt of the Company, is on market terms and that the set-off issue is in the Company’s interest. The reason for deviating from the shareholders’ preferential rights is that it is the board of directors’ assessment that, given the Company’s financial situation and the Loan Agreement, it is detrimental to the Company to decrease its debt in this manner.

It is noted that Range is a privately held company under the control of Petter Smedvig Hagland, who is also a member of the board of directors of the Company. Petter Smedvig Hagland has not participated in the board of directors’ preparation of the set-off issue.

Item 9 Resolution to adopt new articles of association

The board of directors proposes, subject to the general meeting resolving in accordance with the board of directors’ proposal under section 8 above, that the general meeting resolves to adopt new articles of association, whereby the lowest number of outstanding shares in the Company shall be 89,292,640 and the highest number of outstanding shares shall be 357,170,560 and the lowest permitted share capital shall be SEK 8,929,264 and the highest permitted share capital shall be SEK 35,717,056.

Item 10 – Resolution regarding the board of directors’ proposal to new issuances

The board of directors proposes that the general meeting resolves to increase the share capital of the Company up to SEK 14,000,000 through an issuance of shares (the “Offer”). The Offer will be carried out through a) a rights issue of 104,174,746 shares with preferential rights for the shareholders of the Company (the “Rights Issue”), and b) an over allotment option in the form of an issue of up to 35,825,254 shares, with deviation from the shareholders’ preferential rights (the “Over Allotment Option”).

The subscription price in the Offer shall be SEK 0.50 per share.

a) Rights Issue of shares

The Rights Issue shall be directed at the existing shareholders, pro rata to their shareholding on the record date. One (1) share in the Company entitles the holder to one (1) subscription right and six (6) subscription rights entitles the holder to subscribe for seven (7) shares. Shares subscribed for with subscription rights will be allocated according to the board of directors’ resolution. Allocation shall thereby (i) primarily be made to persons having subscribed for shares with subscription rights and shall in case of over-subscription, be allotted pro rata in proportion to the number of shares that such persons have subscribed for with subscription rights, (ii) secondly to persons who have subscribed for shares without subscription rights, and (iii) finally to underwriters that having issued guarantee undertakings to the Company in regards of the Rights Issue.

Allotment under the Rights Issue is subject to the Rights Issue being fully subscribed.

b) Over Allotment Option

The right to subscribe in the Over Allotment Option shall, with deviation from the shareholders’ preferential rights, be vested with the general public in Sweden and international investors at the discretion of the board of directors. The reasons for deviation from the shareholders’ preferential rights is to enable the board of directors to broaden the Company’s shareholder base, particularly with international institutional and strategic investors in order to facilitate future capital raisings.

Allotment under the Over Allotment Option is subject to the Rights Issue being fully subscribed.

The board’s proposal under sections 10a and 10b are subject to the general meeting resolving in accordance with the board of director’s proposal under section 9.

Item 11 – Resolution to, with deviation from the shareholders’ preferential rights, issue warrants

The board of directors proposes that the general meeting resolves to, with deviation from the shareholders’ preferential rights, issue 79,562,780 warrants.

The company’s share capital may, if all warrants are exercised for the subscription of new shares, be increased by SEK 7,956,278. The warrants are issued without consideration. The reason for the consideration, as well as the deviation from the shareholder’s preferential rights, is the Loan Agreement, whereby Middelborg has a right of early termination of the Loan Agreement in the event that the warrants are not issued on the proposed terms. The warrants are subject to the Condition set out in section 8 above as well as the condition that the warrants are to be held in escrow by an independent agent until it is determined whether the Condition has been fulfilled. If the Condition is not fulfilled, Middelborg shall, in accordance with the Loan Agreement, return the warrants to the Company for cancellation. Each warrant entitles the holder to, during the period from 31 March 2017 to 30 April 2017, subscribe for one (1) share in the Company.

The board of director’s proposal under section 11 is conditional upon the general meeting resolving in accordance with the board of director’s proposal under section 9.

Item 12 – Resolution on a, with deviation of the shareholders’ preferential rights, conditional issue of warrants

The board of directors’ proposes that the general meeting resolves to, with deviation from the shareholders’ preferential rights and subject to full allotment not occurring in the Rights Issue, issue 140,000,000 warrants.

The company’s share capital may, if all warrants are exercised for subscription of new shares be increased by no more than SEK 14,000,000. The warrants are issued without consideration. The reason for the consideration, as well as the deviation from the shareholder’s preferential rights, is the Loan Agreement, whereby Middelborg has a right of early termination of the Loan Agreement in the event that the warrants are not issued on the proposed terms.

Middelborg shall have the right, subject to allotment not having occurred in the Rights Issue, subscribe for the warrants during a two-week period following the expiry of the subscription period in the Rights Issue. The warrants are subject to the Condition set out in section 8 above as well as the condition that the warrants are to be held in escrow by an independent agent until it is determined whether the Condition has been fulfilled. If the Condition is not fulfilled, Middelborg shall, in accordance with the Loan Agreement, return the warrants to the Company for cancellation. Each warrant entitles the holder to, during the period from 31 March 2017 to 30 April 2017, subscribe for one (1) share in the Company.

The board’s proposal under section 12 is conditional upon the general meeting resolving in accordance with the board’s proposal in section 9.

Majority Requirement

In order for the resolution, proposed by the board of directors under item 8, to be valid, the resolution must be supported by shareholders holding at least nine-tenths of votes cast and shares represented at the meeting.

In order for the resolutions, proposed by the board of directors in items 7, 9, 10b, 11 and 12, to be valid the resolutions must be supported by shareholders holding at least two-thirds of votes cast and shares represented at the meeting.

Information at the extraordinary general meeting

At the general meeting the board end the managing director shall, if a shareholder so requests and the board of directors considers that it may be done without significant harm for the Company, provide information concerning circumstances that may affect the determination any item on the meeting agenda.

Anyone wishing to send in questions in advance can do so at [email protected]

Documentation

The complete proposal for the resolutions under section 7, 8, 10a, 10b, 11 and 12 will be available to the shareholders at the Company at the above address and on the Company’s website, www.domeenergy.com, not later than two weeks prior to the general meeting and at the general meeting. The documentation will also be sent, free of charge, to those shareholders who request it and state their address.

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Stockholm, December 2016

Dome Energy AB (publ)

The board

For further information, please contact:

Paul Morch

Phone: +1 713 385 4104

E-mail: [email protected]

This information is the kind of information that Dome Energy AB (publ) is obliged to publicize according to EU Market Abuse Regulations (MAR). The information was publicized, by the above contact person December 19, 2016 17.16 CET.