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Highlights
Shareholders approved a transaction involving a minority interest in Hepsor Latvia OÜ
New shares of Hepsor AS to be issued as part of a non-monetary contribution
Supervisory Board granted authority to amend the share capital structure
Hepsor AS (Ticker: LON:HPR1T), operating within the real estate development sector and listed on the FTSE AIM 100 Index, recently announced the completion of a shareholder resolution process that took place without convening a general meeting. This decision aligns with regulations set forth in the Commercial Code, enabling resolutions to be adopted without a physical meeting under specific statutory provisions.
The management board initiated the procedure by publishing draft resolutions, enabling shareholders to express their positions within a set timeline. The shareholder registry date was established seven days prior to the start of the voting term to determine eligible participants. The process saw participation from a limited number of shareholders, whose holdings represented a significant portion of the overall share count.
The primary resolution focused on the approval of a strategic transaction involving Hepsor Latvia OÜ. The agreement centres around the acquisition of a minority stake currently held by Hugomon OÜ. The terms outline that Hugomon OÜ will transfer its ownership interest in Hepsor Latvia OÜ to Hepsor AS in exchange for both a cash component and newly issued shares in Hepsor AS.
This issuance will be executed through a non-monetary contribution, where Hugomon OÜ will receive new shares in the company in return for its stake in the subsidiary. In order to facilitate the issuance, the articles of association of Hepsor AS will be amended accordingly.
Furthermore, the Supervisory Board has been granted the authority to increase the company's share capital and oversee the issuance of shares related to the transaction. Notably, Hugomon OÜ has been designated as the sole recipient of the subscription rights for the new shares. The pre-emptive subscription rights of existing shareholders have been set aside for this particular issue.
This move is viewed as part of the broader structural strategy by Hepsor AS to consolidate its operations in the Baltic region, particularly in the Latvian market. By acquiring full ownership in its subsidiary, the company may gain improved control over its operations and streamline decision-making processes within the region.
No dividends or distributions were referenced in the resolution, and the transaction appears to be structured purely as a strategic consolidation of ownership within the corporate group. The changes are pending registration and full implementation under the applicable corporate laws, following the adoption of the resolutions.
