LifeCycle Pharma A/S Summons Extraordinary General Meeting, with Proposed Company Name Change and Addition to Board of Directors
15-06-11 kl. 15/6 2011 08:28 | Veloxis Pharmaceuticals 0,90 (+4,65%)
Company Announcement no. 8/2011
To: NASDAQ OMX Copenhagen A/S
Hørsholm, Denmark, June 15, 2011
LifeCycle Pharma A/S Summons Extraordinary General Meeting, with Proposed
Company Name Change and Addition to Board of Directors
LifeCycle Pharma A/S (OMX: LCP) (the “Company”) will hold an Extraordinary
General Meeting on Thursday, July 7, 2011 at 10:00 am at Plesner Law Firm,
Amerika Plads 37, 2100 Copenhagen Ø, Denmark.
Agenda:
1. Election of members of the Board of Directors.
The Board of Directors proposes that Ed Penhoet is elected new member of the
Board of Directors.
2. Change of Company name.
The Board of Directors proposes that the Company's name is changed from
LifeCycle Pharma A/S to Veloxis Pharmaceuticals A/S.
3. Amendment of the Articles of Association.
The Board of Directors proposes to amend the Articles of Association Article 11
to reflect the previous resolution to use electronic communication.
4. Authority for the chairman.
Authorisation for the chairman of the Extraordinary General Meeting to register
resolutions made at the Extraordinary General Meeting with the Danish Commerce
and Companies Agency.
Details concerning the proposals made by the Board of Directors:
Re Agenda Item 1.
The Board of Directors proposes that Ed Penhoet is elected as new member of the
Board of Directors for a one-year period ending at the next Annual General
Meeting of the Company.
About Ed Penhoet:
Ed Penhoet, Ph. D. is a Director in Alta Partners which he joined in 2000. He
is a member of the Boards of Directors of ChemoCentryx, Immune Design,
Metabolex and Scynexis,
As co-founder of Chiron, Ed served as the Company's President and Chief
Executive Officer from its formation in 1981 until April 1998. For 10 years
prior to founding Chiron, Ed was a faculty member of the Biochemistry
Department of the University of California, Berkeley.
He serves on the board of the Gordon and Betty Moore Foundation and Children's
Hospital & Research Center Oakland. He was a member of the Independent Citizens
Oversight Committee of the California Institute of Regenerative Medicine where
he served as the Vice Chairman from 2004 until 2008.
Ed was recently appointed to President Obama's Council of Advisors on Science
and Technology (PCAST).
Ed received a B.A. in Biology from Stanford University and a Ph.D. in
Biochemistry from the University of Washington.
Re Agenda Item 2.
The Board of Directors proposes that the Company's name is changed from
LifeCycle Pharma A/S to Veloxis Pharmaceuticals A/S.
The Board of Directors proposes that the Company's current name, LifeCycle
Pharma A/S, shall be a secondary name of the Company.
Consequently, the Board of Directors proposes that the Articles of Association
Article 1 is amended to the following:
"The Company's name is Veloxis Pharmaceuticals A/S.
The Company's secondary name is LifeCycle Pharma A/S."
In addition the Board of Directors proposes that "LifeCycle Pharma A/S" is
changed to "Veloxis Pharmaceuticals A/S", "LifeCycle Pharma" is changed to
"Veloxis Pharmaceuticals" and "www.lifecycleharma.com" is changed to
"www.veloxis.com" in all Articles of the Articles of Association and its
appendices.
Re Agenda Item 3.
The Board of Directors proposes to amend the Articles of Association Article 11
to reflect the previous resolution to use electronic communication.
The general meeting has previously resolved to introduce electronic
communication as reflected in the Articles of Association Article 23.
As a consequence, the Board of Directors proposes that the Articles of
Association Article 11 is amended to the following:
"General Meetings of the Company shall be held in Greater Copenhagen.
General Meetings shall be convened with a notice of minimum 3 weeks and maximum
5 weeks by announcement on the Danish Commerce and Companies Agency's IT
information system and on the Company's webpage. A convening notice shall,
furthermore, be forwarded in writing by e-mail or ordinary mail to all
shareholders recorded in the Register of Owners who have requested such
notification. The convening notice shall contain the agenda for the General
Meeting. If the agenda contains proposals, the adoption of which require a
qualified majority, the convening notice shall contain a specification of such
proposals and their material contents."
Re Agenda Item 4.
It is proposed that the chairman of the Extraordinary General Meeting, with
right of substitution, be authorized to register the resolutions passed by the
Extraordinary General Meeting to the Danish Commerce and Companies Agency and
to make such alterations as the Agency may require for registration or
approval.
-oo0oo-
The adoption of the proposals to amend the Articles of Association contained
under item 2 and 3 of the agenda requires a majority in favor of the proposed
resolution of at least two thirds of both the votes cast and of the voting
share capital represented at the general meeting. The other proposals are
adopted by a majority of the votes cast.
The Company's share capital is currently nominal DKK 452,542,480 consisting of
452,542,480 shares of nominally DKK 1 each. At the Extraordinary General
Meeting, each share of nominally DKK 1 carries one vote.
Information: The following information is available on the Company's website,
www.lcpharma.com, as of Wednesday, June 15, 2011:
-- Notice to convene the general meeting.
-- The aggregate number of shares and voting rights as of the date of the
notice to convene the general meeting.
-- The documents that will be submitted at the general meeting, including the
proposed new Articles of Association.
-- The agenda and the complete proposed resolutions.
-- The forms used when voting by proxy and by mail.
The convening notice has also been made public via the electronic system of the
Danish Commerce and Companies Agency and will be forwarded in writing to all
shareholders recorded in the Register of Owners, who have requested such
notification.
Shareholders can ask questions to the Company in writing regarding the agenda
and/or the documents prepared for the general meeting.
The shareholders exercise their financial rights through their own deposit
banks.
Date of registration: The shareholders' right to vote at the general meetings
of the Company or to vote by mail in relation to the shareholders' shares is
determined in relation to the shares held by the shareholders at the date of
registration. The date of registration is Thursday June 30, 2011.
After the date of registration, a calculation is made of the shares which each
shareholder owns at the date of registration. The calculation takes place on
the basis of registrations of shares made in the Register of Owners on the
registration date as well as notifications concerning ownership, which the
Company has received on the registration date with a view to update the
ownership in the Register of Owners. In addition, participation is conditional
on the shareholder having obtained an admission card in due time as described
below.
Any sale or purchase of shares that takes place in the period between the date
of registration and the general meeting does not affect the voting right at the
general meeting or the right to vote by post at the general meeting.
Admission card: Access to the general meeting is conditional on the shareholder
having requested an admission card not later than Friday July 1, 2011.
Admission cards are requested by contacting Computershare A/S, Kongevejen 418,
DK-2840 Holte by mail, fax no. +45 45 46 09 98 or by email at
[email protected]. Alternatively, via www.lcpharma.com. Please note that
requested admission cards are not forwarded until the last week before the
general meeting.
Proxy: Submission of proxy for the general meeting may take place through
Computershare A/S. Proxy forms can be downloaded from the Company's website,
www.lcpharma.com, and must be forwarded to Computershare A/S, Kongevejen 418,
DK-2840 Holte by mail, fax no. + 45 45 46 09 98 or by email at
[email protected]. Computershare A/S must receive completed proxy forms no
later than Friday July 1, 2011.
Voting by mail: Shareholders may - instead of voting at the Extraordinary
General Meeting - choose to vote by mail, i.e. voting in writing prior to the
holding of the general meeting. Absentee voting forms can be downloaded from
the Company's website, www.lcpharma.com. Any shareholder who chooses to vote by
mail shall send the absentee vote to Computershare A/S, Kongevejen 418, DK-2840
Holte, by mail, fax no. + 45 45 46 09 98 or by email at [email protected], so
that Computershare A/S receives the absentee vote no later than 12.00 noon CET
at Wednesday July 6, 2011. An absentee vote cannot be withdrawn.
Please note that letters may be in the mail for several days.
For more information, please contact:
LifeCycle Pharma A/S Johnny Stilou
John Weinberg, M.D. CFO
SVP, Commercial Operations & Investor Relations Phone: + 45 2055 3817
Phone: +1 732 321 3208 Email: [email protected]
Email: [email protected]
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