Share transfer and ownership restructuring – related party transaction
FluoGuide A/S announces that two of its shareholders, both of whom hold management and/or board positions in the Company, have entered into an agreement regarding a reorganisation of their shareholdings in the Company. There is no change in the ultimate ownership to the shares.
Background
Morten Albrechtsen who serves as Chief Executive Officer and Andreas Kjær who serves as Board Member of FluoGuide A/S and Chief Scientific Officer have agreed to restructure their ownership of shares in FluoGuide A/S so that their combined shareholding forthwith will be held by a jointly owned company. Prior to the reorganization Morten Albrechtsen ultimately owns 10.9% of the shares in FluoGuide A/S (1,488,610 shares) and Andreas Kjær ultimately owns 15.6% of the shares in FluoGuide (2,126,107 shares).
Transaction Details
Morten Albrechtsen’s wholly owned company will transfer all of its shares in FluoGuide A/S to Life Science ApS which before the transaction is wholly owned by Andreas Kjær. In consideration for this transfer, Morten Albrechtsen will receive shares in Life Science ApS reflecting the number of shares held by each of them in FluoGuide A/S. Life Science ApS will following the transaction own in aggregate 26.5% of the shares in FluoGuide A/S (3,614,717 shares) prior to registration the directed share issuance recently announced by FluoGuide A/S. Following the capital increase Life Science ApS will own 22.1% shares in FluoGuide A/S.
Governance Arrangements
The shareholders have agreed that all decisions in Life Science ApS shall be made unanimously. Both parties have equal influence over decisions affecting their combined shareholding in the Company. In the event of disagreements each party can require that Life Science ApS is liquidated.
Ultimate Ownership and Control
The transaction will not result in any change to the ultimate beneficial ownership of the shares in FluoGuide A/S. The economic interests of both shareholders remain unchanged following the reorganisation. Both individuals will continue in their respective roles within FluoGuide A/S.
Related Party Considerations
Given the positions held by both shareholders within the Company, this transaction has been disclosed in accordance with applicable related party requirements. The transaction is a private arrangement between the shareholders and does not involve any Company assets or resources. The board has been informed of the arrangement and the chairman of the board of directors notes that it does not affect the Company's operations or governance.
Impact on the Company
The reorganisation is a matter between the two shareholders and does not affect the Company's operations, strategy, or financial position.