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| News archive (11-20) |
May 15 2008
Report on insider transactions
Pursuant to section 28a of the Danish Securities Trading Act we can report the following transactions based on today’s reports from insiders:
| Name: |
Keld Lindegaard Andersen |
| Reason: |
CEO |
| Issuer: |
Topsil Semiconductor Materials A/S |
| ID-code: |
DKK 0010271584 (TPSL) |
| Type: |
Shares |
| Transaction: |
Sales |
| Market: |
OMX Nordic Exchange Copenhagen |
| Trading date: |
14 May 2008 |
| Number: |
1,000,000 |
| Market value: |
DKK 1,390,000 |
| Present holding: |
1,931,500 |
| Name: |
Jørgen Bødker |
| Reason: |
Sales & Marketing Director |
| Issuer: |
Topsil Semiconductor Materials A/S |
| ID-code: |
DKK 0010271584 (TPSL) |
| Type: |
Shares |
| Transaction: |
Sales |
| Market: |
OMX Nordic Exchange Copenhagen |
| Trading date: |
14 May 2008 |
| Number: |
500,000 |
| Market value: |
DKK 695,000 |
| Present holding: |
1,796,000 |
| Name: |
Leif Jensen |
| Reason: |
Senior Silicon Scientist |
| Issuer: |
Topsil Semiconductor Materials A/S |
| ID-code: |
DKK 0010271584 (TPSL) |
| Type: |
Shares |
| Transaction: |
Sales |
| Market: |
OMX Nordic Exchange Copenhagen |
| Trading date: |
14 May 2008 |
| Number: |
250,000 |
| Market value: |
DKK 347,500 |
| Present holding |
636,874 |
| Name: |
Hans Peder Mikkelsen |
| Reason: |
Supply Chain & Quality Manager |
| Issuer: |
Topsil Semiconductor Materials A/S |
| ID-code: |
DKK 0010271584 (TPSL) |
| Type: |
Shares |
| Transaction: |
Sales |
| Market: |
OMX Nordic Exchange Copenhagen |
| Trading date: |
14 May 2008 |
| Number: |
200,000 |
| Market value: |
DKK 278,000 |
| Present holding: |
481,874 |
| Name: |
Theis Leth Sveigaard |
| Reason: |
Expansion Projects & Facilities Manager |
| Issuer: |
Topsil Semiconductor Materials A/S |
| ID-code: |
DKK 0010271584 (TPSL) |
| Type: |
Shares |
| Transaction: |
Sales |
| Market: |
OMX Nordic Exchange Copenhagen |
| Trading date: |
14 May 2008 |
| Number: |
250,000 |
| Market value: |
DKK 347,500 |
| Present holding: |
364,979 |
Please note that this translation is provided for convenience only. The Danish version shall prevail in case of discrepancies.
May 07 2008
1 qúarter 2008
The financial statement for the 1st quarter of 2008 is available now.
April 15 2008
Amendments to the Articles of Association
The company's Articles of Association were amended at the extraordinary general meeting 14 April 2008. Please see preceding news release.
April 14 2008
Extraordinary General Meeting 2008
At the extraordinary general meeting 14 April 2008 the following amendments to the company’s Articles of Association were carried unanimously:
- Amendment to article 3.3:
Authorisation of the Board to increase the capital before 1 April 2013 in one or more stages by offering up to 300 million new shares of DKK 0.25 with or without pre-emption right for the existing shareholders. The board shall determine the detailed terms of subscription in connection with the individual offer, including the subscription price. If the subscription price is lower than the market price the existing shareholders shall in any case have pre-emption right in connection with an increase of capital.
- Amendment to article 3.4:
Authorisation of the Board to to increase the capital before 1 April 2013 in one or more stages through new subscription of up to 10 million new shares of DKK 0.25, which shall, without pre-emption right for the existing shareholders in favour of the employees of the company at a price of minimum DKK 0.2625 per share. The subscription terms under this authorisation shall be laid down by the Board and shall meet the requirements stipulated in section 7A of the Danish Tax Assessment Act.
- Amendments of the Articles of Association, including the following articles:
a. Article 3.1, 3.7 and 3.9: Change of the name “Copenhagen Stock Exchange” to “OMX Nordic Exchange Copenhagen.”
b. 4.2: Change of controller to I-NVESTOR RELATIONS SERVICES A/S.
Please note that this translation is provided for convenience only. The Danish version shall prevail in case of discrepancies.
April 03 2008
Notice convening extraordinary general meeting 2008
The Board hereby gives notice convening an extraordinary general meeting in Topsil Semiconductor Materials A/S Monday 14 April 2008 at 9 a.m. at the company’s address, Linderupvej 4, 3600 Frederikssund.
The extraordinary general meeting will be held in compliance with article 10.2 of the Articles of Association. The proposals for amendment of the Articles of Association were adopted at the annual general meeting on 2 April 2007 by more than 2/3 of the votes, but least half of the share capital was not represented. Consequently, an extraordinary general meeting will be held to re-present the proposals for amendments of the Articles of Association. The agenda for the extraordinary general meeting is as follows:
- Election of chairman of the meeting.
- Authorisation of the Board to increase the capital before 1 April 2013 in one or more stages by offering up to 300 million new shares of DKK 0.25 with or without pre-emption right for the existing shareholders. The board shall determine the detailed terms of subscription in connection with the individual offer, including the subscription price. If the subscription price is lower than the market price the existing shareholders shall in any case have pre-emption right in connection with an increase of capital.
- Authorisation of the Board to to increase the capital before 1 April 2013 in one or more stages through new subscription of up to 10 million new shares of DKK 0.25, which shall, without pre-emption right for the existing shareholders in favour of the employees of the company at a price of minimum DKK 0.2625 per share. The subscription terms under this authorisation shall be laid down by the Board and shall meet the requirements stipulated in section 7A of the Danish Tax Assessment Act.
- Proposal for amendments of the Articles of Association, including the following articles:
a. Article 3.1, 3.7 and 3.9: Change of the name “Copenhagen Stock Exchange” to “OMX Nordic Exchange Copenhagen.”
b. Article 4.2: Change of controller to I-NVESTOR RELATIONS SERVICES A/S.
- Other business, if any.
Information about capital and voting right appears from the notice convening the annual general meeting dated 19 March 2008.
The agenda, the complete terms and conditions for the proposals to be considered at the general meeting, the annual report on which the auditor has rendered an opinion, and signed by the Board of management and the Board of Directors will be available for inspection for the shareholders at the Company’s office as from today. Above-mentioned documents can also be found on the Company’s website www.topsil.com under “Investor Relations”.
Admittance card to the general meeting can be required by contacting the company on tel. +45 47 36 56 00 or investor@topsil.com by 11 April 2008.
A written proxy can be required by contacting the company on tel +45 47 36 56 00 or investor@topsil.com by 11 April 2008. An electronic proxy can be downloaded from the company’s website www.topsil.com under “Investor Relations.”
Please note that this translation is provided for convenience only. The Danish version shall prevail in case of discrepancies.
April 02 2008
Annual General Meeting 2008
At the annual general meeting 2 April 2008 the Management Report was presented and taken note of, and the company’s annual report for 2007 was carried unanimously.
It was adopted not to pay dividend.
The general meeting re-elected the non-executive directors Jens Borelli-Kjær, Eivind Dam Jensen, Jørgen Frost and Ole Christian Andersen.
At a subsequent constituent board meeting the Board appointed Jens Borelli-Kjær Chairman and Eivind Dam Jensen Vice-chairman of the Board.
The Board suggested that Deloitte was re-elected auditor of the company. The general meeting uanimously elected Deloitte auditor of the company.
It was adopted to extend the Board’s authorization from the date of the general meeting, to let the company acquire up to 10% of the company’s share capital during a period of 18 months against payment of between DKK 0 and up to 10% more than the latest selling price on OMX Nordic Exchange Copenhagen prior to the acquisition.
The board informed the general meeting about the company’s existing guidelines for incentive-based remuneration of the Management Board and senior employees. The guidelines can be found on the company’s website www.topsil.com under ”Investor Relations”. The guidelines were adopted by the general meeting.
There were the following proposals for modifications of the Articles of Association:
- Authorisation of the Board to increase the capital before 1 April 2013 by offering up to 300 million new shares of DKK 0.25 with or without pre-emption right for the existing shareholders. If the subscription price is lower than the market price the existing shareholders shall in any case have pre-emption right in connection with an increase of capital.
- Authorisation of the Board to increase the capital before 1 April 2013 by offering up to 10 million new shares without pre-emption right for the existing shareholders in favour of the employees at a price of minimum DKK 0.2625 per share, and in other respects in compliance with the requirements stipulated in section 7A of the Danish Tax Assessment Act.
- Editorial changes to articles 3.1, 3.7, 3.9 and 4.2 in connection with change of names.
The modifications of the Articles of Association were unanimously adopted by the shareholders present, corresponding to 17.68 per cent of the share capital.
Decisions to modify the Articles of Association shall require that at least half of the share capital is represented at the general meeting, and that the proposal is adopted by at least 2/3 of the votes cast as well as of the voting share capital represented.
Consequently, the required share capital was not represented, so an extraordinary general meeting will be called on Monday the 14 April at 9.00 a.m. at the company’s address in Frederikssund.
Please note that this translation is provided for convenience only. The Danish version shall prevail in case of discrepancies.
March 25 2008
Annual Report 2007
The Annual Report for 2007 is available now.
March 19 2008
Notice convening Annual General Meeting 2008
The Board hereby gives notice convening the annual general meeting in Topsil Semiconductor Materials A/S on 2 April 2008 at 10.00 a.m. at the law firm Plesner, Amerika Plads 37, 2100 Copenhagen Ø. The agenda is as follows:
1.
Election of chairman of the meeting.
2.
The management’s report on the Company’s activities during the past accounting year.
3.
Presentation of the audited annual report for adoption.
4.
The Directors’ proposal for treatment of profit according to the adopted annual report.
5.
Election of Directors.
The Board propose re-election of:
Jens Borelli-Kjær, age 48
MSc Engineering (mathematics/physics)
Diploma (Economics and International Management) MBA (INSEAD)
Elected Chairman of the Board in 2006
Vitral A/S, Managing Director and Member of the Board
Gerstenberg & Agger A/S, Member of the Board
Gerstenberg Schröder A/S, Member of the Board
Eivind Dam Jensen, age 56
Certified Estate Agent
Elected Vice-Chairman in 2005
Ejendomsaktieselskabet Bangs Gård, Managing Director and Member of the Board
A/S Eivind Dam Jensen, Managing Director and Member of the Board
Statsaut. Ejendomsmæglerfirma E. Dam Jensen, Owner
Jørgen Frost, age 53
MSc Engineering, Diploma (Economics and Marketing)
Elected to the Board in 2006
Blendex A/S, Managing Director and Member of the Board
Frost Invest A/S, Managing Director and Member of the Board
Vestergaard Company Holding A/S, Member of the Board
Kongskilde Industries A/S, Member of the Board
Ole Christian Andersen, age 41
MSc Engineering, Diploma (part 1)
Nangate A/S, Managing Director and Member of the Board
OCA Holding ApS and OCA Family Holding ApS, Dirctor
6.
Appointment of auditor.
7.
Authorisation of the Board to acquire up to 10% of the Company’s share capital for the Company for a period of 18 months from the date of the general meeting against payment of between DKK 0 and up to 10% more than the latest selling price on OMX Nordic Exchange Copenhagen prior to the acquisition, according to article 48 in the Danish Companies Act.
8.
Authorisation of the Board to increase the capital before 1 April 2013 in one or more stages by offering up to 300 million new shares of DKK 0.25 with or without pre-emption right for the existing shareholders. The board shall determine the detailed terms of subscription in connection with the individual offer, including the subscription price. If the subscription price is lower than the market price the existing shareholders shall in any case have pre-emption right in connection with an increase of capital.
9.
Authorisation of the Board to to increase the capital before 1 April 2013 in one or more stages through new subscription of up to 10 million new shares of DKK 0.25, which shall, without pre-emption right for the existing shareholders in favour of the employees of the company at a price of minimum DKK 0.2625 per share. The subscription terms under this authorisation shall be laid down by the Board and shall meet the requirements stipulated in section 7A of the Danish Tax Assessment Act.
10.
The Board of Directors’ information to the General Meeting about the existing guidelines for allotment of share options to members of the Management Board and senior employees. There are 7,988,964 unexercised share options of a total nominal value of DKK 1,997,241 under this scheme.
11.
Issue of overall guidelines for incentive-based remuneration of the Board of Directors and Management Board. In pursuance of Section 69 b of the Danish Companies Act, overall guidelines must be issued for incentive-based remuneration of the Board of Directors and Management Board, and these guidelines must have been discussed and approved at the General Meeting before the Board of Directors may enter into new agreements on incentive-based remuneration with the members of the Management Board.
If the General Meeting approves the guidelines for incentive-based remuneration, the following provision, which will not require independent adoption at the General Meeting, will be entered as Subarticle 3.10 in the Articles of Association:
”Overall guidelines for incentive-based remuneration of the Board of Directors and Management Board have been issued. These guidelines have been adopted by the Company’s General Meeting and published at the Company’s website.”
The guidelines will, without undue delay, be published at the Company’s website with a statement that the guidelines have been approved by the ordinary General Meeting for 2008.
12.
Proposal for amendments of the Articles of Association, including the following articles:
a. Article 3.1, 3.7 and 3.9: Change of the name “Copenhagen Stock Exchange” to “OMX Nordic Exchange Copenhagen.”
b. Article 4.2: Change of controller to I-NVESTOR RELATIONS SERVICES A/S.
13.
Other business, if any.
The share capital of the Company is DKK 100,847,917.50 divided into 403,391,670 shares.
The Articles of Association contain the following provisions on the shareholders’ access to and voting right at the General Meetings of Topsil Semiconductor Materials A/S.
9.1
Any shareholder shall have access to general meetings if, at least three days prior to the meeting, he has obtained an admission card for himself and his adviser, if any, from the Company’s office with reference to the registration of the shares in the list of shareholders or presentation of documentation of the shareholding.
9.2
Shareholders who have acquired shares through transfer may not exercise the voting rights of those shares at general meetings that were called, unless the shareholders have been registered in the list of shareholders or have given notice of and documented their acquisition.
9.3
Shareholders who have acquired shares in any other way than by transfer may not exercise the voting rights of those shares unless the shareholders are registered in the list of shareholders or have given notice of and documented their right prior to the general meeting.
9.4
Each share amount of DKK 0.25 shall entitle the holder to one vote.
9.5
Voting rights may be exercised through a proxy who shall present a written and dated proxy. A proxy may not be valid for more than one year at a time.
It should be noted that according to article 10.2 of the Articles of Association, adoption of item Nos. 8, 9 and 12 requires, that at least half the share capital is represented at the general meeting and that the proposal is adopted by at least 2/3 of the votes cast as well as of the voting share capital repre-sented at the general meeting.
Topsil Semiconductor Materials A/S has entered into an affiliation agreement with Værdipapircentralen A/S – VP Securities Services (the Danish Securities Centre). The shareholders’ financial rights may consequently be exercised through Værdipapircentralen A/S.
The agenda, the complete terms and conditions for the proposals to be considered at the general meeting, the annual report on which the auditor has rendered an opinion, and signed by the Board of management and the Board of Directors will be available for inspection for the shareholders at the Company’s office as from 25 March 2008. Above-mentioned documents can also be found on the Company’s website www.topsil.com under “Investor Relations”.
Admittance card to the general meeting can be required by contacting the Company on tel. +45 47 36 56 00 or investor@topsil.com by 28 March 2008.
A written proxy can be required by contacting the Company on tel +45 47 36 56 00 or investor@topsil.com by 28 March 2008. An electronic proxy can be downloaded from the Company’s website www.topsil.com under “Investor Relations.”
Please note that this translation is provided for convenience only. The Danish version shall prevail in case of discrepancies.
February 29 2008
Exercise of warrants
Pursuant to section 28a of the Danish Securities Trading Act we can report the following transactions based on today’s reports from insiders:
| Name: |
Keld Lindegaard Andersen |
| Reason: |
CEO |
| Issuer: |
Topsil Semiconductor Materials A/S |
| ID-code: |
DKK 0010271584 (TPSL) |
| Type: |
Shares |
| Transaction: |
Purchase (exercise of warrants) |
| Market: |
Copenhagen Stock Exchange |
| Trading date: |
28 February 2008 |
| Number: |
1,965,750 |
| Market value |
DKK 525,838.13 |
| Name: |
Jørgen Bødker |
| Reason: |
Sales & Marketing Director |
| Issuer: |
Topsil Semiconductor Materials A/S |
| ID-code: |
DKK 0010271584 (TPSL) |
| Type: |
Shares |
| Transaction: |
Purchase (exercise of warrants) |
| Market: |
Copenhagen Stock Exchange |
| Trading date: |
28 February 2008 |
| Number: |
1,310,500 |
| Market value |
DKK 367,988.40 |
| Name: |
Leif Jensen |
| Reason: |
Senior Silicon Scientist |
| Issuer: |
Topsil Semiconductor Materials A/S |
| ID-code: |
DKK 0010271584 (TPSL) |
| Type: |
Shares |
| Transaction: |
Purchase (exercise of warrants) |
| Market: |
Copenhagen Stock Exchange |
| Trading date: |
28 February 2008 |
| Number: |
430,937 |
| Market value |
DKK 121,007.11 |
| Name: |
Hans Peder Mikkelsen |
| Reason: |
Supply Chain & Q.A. Manager |
| Issuer: |
Topsil Semiconductor Materials A/S |
| ID-code: |
DKK 0010271584 (TPSL) |
| Type: |
Shares |
| Transaction: |
Purchase (exercise of warrants) |
| Market: |
Copenhagen Stock Exchange |
| Trading date: |
28 February 2008 |
| Number: |
430,937 |
| Market value |
DKK 121,007.11 |
| Name: |
Theis Leth Sveigaard |
| Reason: |
Production Engineering Manager |
| Issuer: |
Topsil Semiconductor Materials A/S |
| ID-code: |
DKK 0010271584 (TPSL) |
| Type: |
Shares |
| Transaction: |
Purchase (exercise of warrants) |
| Market: |
Copenhagen Stock Exchange |
| Trading date: |
28 February 2008 |
| Number: |
430,937 |
| Market value |
DKK 121,007.11 |
Please note that this translation is provided for convenience only. The Danish version shall prevail in case of discrepancies.
February 29 2008
Capital increase due to exercise of warrants
Referring to the stock exchange announcements of 12 April 2006 (No. 05/06) and 7 August 2006 (No. 13/06), the managing director, the sales and marketing director and managerial employees, respectively, were offered a warrant programme.
In this exercise period the directors and the managerial employees exercised 4,569,061 warrants.
As each warrant gives the holder right to subscribe for one share of nom. DKK 0.25, the company’s share capital has been increased by nom. DKK 1,142,265.25 from nom. DKK 99,705,652.25 to DKK 100,847,917.50. The Managing Director exer-cised 1,965,750 warrants at a subscription price of DKK 0.2675, and the Sales and Marketing Director and the three managerial employees exercised a total of 2,603,311 warrants at a subscription price of DKK 0.2808.
Please note that this translation is provided for convenience only. The Danish version shall prevail in case of discrepancies.
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