Bulletin from Extraordinary General Meeting of Arcario AB
At today’s Extraordinary General Meeting in Arcario AB (“Arcario” or the ”company”) the following resolutions were made. All resolutions were in accordance with the submitted proposals, described in detail in the general meeting documents available on the company’s website, www.arcario.com.
Resolution on approval of the acquisition of all shares in Vanir Finance AS
The general meeting resolved to approve the acquisition of all shares in the Norwegian company Vanir Finance AS that was disclosed by the company on 6 December 2023 (the “Acquisition”). The consideration amounts to SEK 25,200,000 and shall be paid by issuing a promissory note that in its entirety will be set-off against 2,100,000,000 shares in the company at a subscription price of SEK 0.012 per share. Closing of the Acquisition is expected to take place this week, and the promissory note regarding the consideration will be issued in connection therewith.
Resolution on a directed issue of shares as payment for an acquisition
The general meeting resolved on a directed issue of a maximum of 2,100,000,000 shares, entailing an increase of the share capital by a maximum of SEK 7,662,320.088195. The right to subscribe for the shares shall, with deviation from the shareholders’ preferential rights, be given to the selling shareholders of Vanir Finance AS. The reason for the deviation from the shareholders’ preferential rights is to fulfil the company’s obligations in accordance with the share purchase agreement regarding the Acquisition. The subscription price per share is SEK 0.012. The subscription price has been determined through negotiations with the selling shareholders of Vanir Finance AS at arm’s length and corresponds to a premium of 9 percent to the closing price of the company’s shares on Nasdaq First North Growth Market on 1 December 2023, which was the day on which the agreement on the price was reached in the negotiations. The shares shall be subscribed for on a separate subscription list no later than 17 January 2024.
Resolution on a directed issue of shares as payment for an underwriting commitment
The general meeting resolved on a directed issue of a maximum of 100,000,000 shares, entailing an increase of the share capital by a maximum of SEK 364,872.385153. The right to subscribe for the shares shall, with deviation from the shareholders’ preferential rights, be given to Klein Invest AS. The reason for the deviation from the shareholders’ preferential rights is to fulfil the company’s obligations in accordance with the underwriting agreement disclosed by the company on 6 December 2023. The subscription price per share is SEK 0.012. The subscription price has been determined through negotiations with Klein Invest AS at arm’s length and corresponds to the subscription price in the share issue as payment for the Acquisition above. The shares shall be subscribed for on a separate subscription list no later than 17 January 2024.
Resolution on a directed set-off issue of shares
The general meeting resolved on a directed set-off issue of a maximum of 584,647,436 shares, entailing an increase of the share capital by a maximum of SEK 2,133,217.044465. The right to subscribe for the shares shall, with deviation from the shareholders’ preferential rights, be given to the subscribers below that has the right to subscribe for the number of shares in the company specified below. The reason for the deviation from the shareholders’ preferential rights is that it is assessed to be favourable for the company's financial position and continued development to reduce the company's indebtedness through a set-off issue of shares.
| Subscriber | Claim to set-off (SEK) | Number of shares |
| Avarius AS¹ | 5,538,461.544 | 461,538,462 |
| Tigerstaden AS | 576,923.076 | 48,076,923 |
| Michael Jackson² | 360,000 | 30,000,000 |
| Alvaldi AB³ | 300,000 | 25,000,000 |
| Modiola AS | 240,384.612 | 20,032,051 |
| In total | 7,015,769.232 | 584,647,436 |
¹ A company controlled by Arcario’s Board member Kristian Lundkvist.
² Chairman of the Board of Directors of the company.
³ A company controlled by Arcario’s Board member Simon Saneback.
The shares shall be subscribed for on a separate subscription list no later than 29 February 2024. Payment for subscribed shares shall be made by way of set-off against outstanding claims against the company. The payment by way of set-off corresponds to a subscription price of SEK 0.012 per share. The subscription price corresponds to the subscription price in the other share issues resolved by the general meeting and has been determined through negotiations between Klein Invest and the creditors, based on discussions with Arcario’s management, in light of the fact that the set-off issue is proposed to be carried out as one of several actions to strengthen the company’s financial position.
For further information, please contact:
Torbjørn Bull Jenssen, CEO, Arcario AB
e-mail: [email protected]
web: arcario.com/ir
About Vanir:
Vanir is a FinTech company developing a platform to facilitate crypto collateralised lending, integrating both traditional and decentralised finance.
About K33:
K33 is an innovative, research-led digital assets brokerage, empowering EMEA clients with industry-leading insights, multi-exchange brokerage services, and tailored managed funds. Accessible at k33.com or through distribution partners, the unified K33 platform offers a comprehensive suite of digital asset investment solutions.
About Arcario:
Arcario is an industrial investment company withing digital asset space, committed to shaping the future of finance as we know it. The company boasts a diversified portfolio that includes K33, a research-led digital assets brokerage, Green Data, an eco-friendly Bitcoin mining operation, and minority stakes in LN Markets, a Bitcoin exchange leveraging the Lightning Network and Finpeers, a startup democratizing access to private financial markets through tokenization. The Company is listed on Nasdaq First North Growth Market and Mangold Fondkommission is Certified Adviser.
