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Highlights
Shareholders of Hepsor AS endorsed key resolutions through a written procedure
Acquisition of a stake in Hepsor Latvia OÜ formalised with cash and share consideration
Articles of association amended to authorise share capital increase by supervisory board
Operating in the property development sector, Hepsor AS (LON:HPR1T), listed under the FTSE, implemented significant corporate resolutions without holding a physical meeting, a move permitted by the Commercial Code. The resolutions were adopted through shareholder voting as of the determination date, a mechanism reflecting efficient corporate governance.
According to the company’s announcement, a specified group of shareholders, determined by the registry system seven days prior to the deadline, were entitled to submit their votes. Participation levels accounted for a substantial portion of the company’s total voting power, enabling legally binding resolutions without the need for in-person deliberation.
Approval of Strategic Acquisition in Hepsor Latvia OÜ
A primary resolution approved involves the acquisition of a minority shareholding in Hepsor Latvia OÜ. Hepsor AS will acquire this share from Hugomon OÜ. The transaction is structured with a dual consideration mechanism, where Hepsor AS offers both a cash component and new shares issued in its own capital.
As part of the transaction structure, Hugomon OÜ will provide a non-monetary contribution by transferring the acquired stake in Hepsor Latvia OÜ in return for newly issued shares in Hepsor AS. This move enables capital increase without diluting shareholder value through traditional fundraising means.
Articles of Association Amended to Authorise Capital Increase
Shareholders further approved amendments to the articles of association to facilitate this strategic transaction. The revised articles grant the Supervisory Board the authority to increase the company’s share capital and issue new shares specifically to Hugomon OÜ.
To enable this, the pre-emptive rights of existing shareholders were excluded. The decision aligns with the strategic transaction’s structure and ensures seamless completion of the share issuance. The updated articles of association were presented in a new form and fully approved by the voting shareholders.
Participation and Voting Outcome
Voting was conducted among shareholders holding the majority of the voting rights, thereby meeting the legal and procedural thresholds required for resolution adoption. The submitted votes reflected solid approval for both resolutions presented by the management board.
The strategic steps taken by Hepsor AS (LON:HPR1T) mark another milestone for the company as it deepens its interest in its Latvian subsidiary. This is consistent with a broader focus on operational efficiency and structural flexibility, aligning with its objectives in the real estate development segment within the FTSE ecosystem.
