AS HansaMatrix

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  • #310709 Reply

    Nauris Treigys
    Keymaster

    During the period of Q3 of the year 2017 HansaMatrix achieved record high results. Company’s unaudited consolidated net turnover in Q3 reached 5.222 million EUR, up by 15%; reported EBITDA result was 1.123 million EUR, up by 54% and net profit was 0.533 million EUR increased by 73% in comparison with period of Q3 2016. During the period of 9 months of 2017 unaudited consolidated net turnover reached 14.557 million EUR, up by 22%; reported EBITDA result was 2.870 million EUR, up by 74% and net profit was 1.194 million EUR, increase by 167% in comparison with 9 months of 2016.

    Riga, 2017-11-28 08:15 CET (GLOBE NEWSWIRE) — During the third quarter (“Q3” further in document) of 2017 the Company reported record high turnover of 5.222 million EUR – increase by 15% in comparison to the same period of 2016. It is well in line with expectations. The 2017 Q3 sales results showed 8% sales volume increase in comparison with previous quarter – 2017 Q2 what reflects usual seasonality pattern.

    During 9 months (“9m” or “M9” further in the document) of 2017 the Company reported sales volume increase by 22% compared to the same period of 2016 and reached 14.557 million EUR.

    During 2017 Q3 the Company reported record high quarterly EBITDA result of 1.123 million EUR and quarterly net profit result of 0.533 million EUR. The reported EBITDA result shows 54% increase in comparison with Q3 2016 and 44% increase from previous quarter of 2017 Q2. The quarterly net profit results for 2017 Q3 demonstrate 73% increase in comparison with Q3 2016 and 114% increase from previous – Q2 2017. Results represent quarterly EBITDA margin of 21.5% and net profit margin of 10.2%.

    During 9 months of 2017 the Company reported record high 9 month EBITDA result of 2.870 million EUR and 9 month net profit result of 1.194 million EUR. The reported EBITDA result shows 74% increase in comparison with 2016 9m period. The net profit results for 2017 9m demonstrate 167% increase in comparison with 2016 9m period. Results represent 9 month EBITDA margin of 19.7% and net profit margin of 8.2%.

    Increasing levels of 2017 Q3 and 9 month result margins to large extent can be explained of increased market demand for higher margin products that have been manufactured and sold during Q3 and 9 months of 2017 as well as increased utilization of recently invested new production capacities in production fulfilment.

    During TTM (Trailing Twelve Months) 12 month period which started on October 1, 2016 and finished on September 30, 2017, the Company reported sales revenue result of 19.553 million EUR, increase of 4% and EBITDA result of 3.431 million EUR, increase by 13% in comparison with 12 month period ending on June 30, 2017. EBITDA margin for TTM 12 month period is reported 17.5% and net profit margin for the same period is reported 6.8%.
    Attachments:
    2017-11-28_Report_9m_NASDAQ_ENG.pdf

    #311987 Reply

    Nauris Treigys
    Keymaster

    On January 9, 2018 shareholder “Komandītsabiedrība “FLYCAP INVESTMENT FUND I AIF”” sold 120 000 (6.56%) shares of AS “HansaMatrix” (HMX1R) at a price of EUR 6.55 per share.

    The seller is deemed an insider under EU legal acts and local securities law. In relation to this transaction share price the HansaMatrix confirms that there are no any changing circumstances in the Company’s operations or financials which would require a stock exchange news release to be made.

    As a result of the transaction the free float of AS HansaMatrix will increase.

    Additional information available in the document (in Latvian language) attached.
    Attachments:
    2018-01-10_JS_pazinojums.pdf

    #311988 Reply

    Nauris Treigys
    Keymaster

    On January 9, 2018 shareholder “Komandītsabiedrība “FLYCAP INVESTMENT FUND I AIF”” sold 120 000 (6.56%) shares of AS “HansaMatrix” (HMX1R) at a price of EUR 6.55 per share.

    As a result of the transaction the qualifying holding of the shareholder in AS “HansaMatrix” has decreased to 283 933 shares or 15.52%.

    Additional information available in the document (in Latvian language) attached.
    Attachments:
    Nozimigas_lidzdalibas_pazinojums_FlyCap_Fonds_Emitentam.pdf

    #312023 Reply

    Nauris Treigys
    Keymaster

    The Board of Directors of HansaMatrix AS (Reg.No.40003454390, legal address: Akmeņu iela 72, Ogre, LV-5001, Latvia) informs that it convenes an extraordinary shareholder’s meeting on February 16, 2018 at 10.00 am, at “HansaMatrix” JSC headquarter meeting room located at Ziedleju iela 1, Marupe, LV2167, LATVIA.

    Agenda:

    Revocation of existing and Election of a new Council members.
    Revocation of existing and Election of a new Management Board members.
    Approval of the Employee stock option plan
    Shareholders and their representatives that represent at least 5% of shares can submit draft decisions regarding the issues of the agenda to be discussed on the shareholders meeting until January 22, 2018 at HansaMatrix head office located at Ziedleju iela 1, Mārupe, LV2167, Latvia every working day from 9.00 am to 5.00 pm

    Draft resolutions on the issues of the agenda to be discussed on the shareholders meeting will be published on January 31, 2018. Draft resolutions will be available also on company’s webpage http://www.HansaMatrix.com, as well as at HansaMatrix head office located at Ziedleju iela 1, Mārupe, LV2167, Latvia every working day from 9.00 a.m. to 5.00 p.m.

    Total number of shares with a right to vote amounts to 1,829,381 (one million eight hundred twenty nine thousand three hundred eighty one).

    Shareholders can participate personally or delegate a representative.

    Only persons or entities which are shareholders on the date of record will be entitled to participate in the shareholders’ meeting. The date of record is end of the day of February 7, 2018.

    Registration of participants will take place at the venue on the day of the shareholders’ meeting – on February 16, 2018 from 9.30 am until 10.00 am

    Shareholders at the registration have to present passport or other identification document. Representatives of shareholders at the registration have to show a power of attorney witnessed by a notary or a power of attorney legally equal to that and passport or other verifying document. The template of the power of attorney is attached to this notification and also available on company’s webpage http://www.HansaMatrix.com.
    Attachments:
    2018-01-15_Form_of_power_of_attorney_HMX.docx

    #312129 Reply

    Nauris Treigys
    Keymaster

    On January 19, 2018 shareholder “Komandītsabiedrība “FLYCAP INVESTMENT FUND I AIF”” sold 71 417 (3.90%) shares of AS “HansaMatrix” (HMX1R) at a price of EUR 6.75 per share.

    The seller is deemed an insider under EU legal acts and local securities law.

    In relation to this transaction share price the HansaMatrix confirms that there are no any changing circumstances in the Company’s operations or financials which would require a stock exchange news release to be made.

    As a result of the transaction the free float of AS HansaMatrix will increase.

    Additional information available in the document (in Latvian language) attached.
    Attachments:
    2018-01-19 JS_pazinojums.pdf

    #312130 Reply

    Nauris Treigys
    Keymaster

    On January 19, 2018 shareholder “Komandītsabiedrība “FLYCAP INVESTMENT FUND I AIF”” sold 71 417 (3.90%) shares of AS “HansaMatrix” (HMX1R) at a price of EUR 6.75 per share.

    As a result of the transaction the qualifying holding of the shareholder in AS “HansaMatrix” has decreased to 212 516 shares or 11.62%.

    Additional information available in the document (in Latvian language) attached.
    Attachments:
    Nozimigas_lidzdalibas_pazinojums_FlyCap_Fonds_Emitentam.pdf

    #312223 Reply

    Nauris Treigys
    Keymaster

    AS HansaMatrix Supervisory Council has made decision to make changes in Company Management Board. In addition to the Chairman of the Board, CEO Ilmars Osmanis and the Member of the Board – Aldis Cimoška the new Member – Company’s CFO Maris Macijevskis was appointed to the Board. The decision will take effect after the Enterprise Register of Latvia registers the changes.

    Since 2017 Māris Macijevskis serves as HansaMatrix CFO. He holds a Master Degree in International Economics from the Latvian University and CFA certificate. His business experience mostly is related to Latvian banking sector. Previous occupation has been a head of a corporate financing department of Citadele bank.

    Māris Macijevskis curently holds 300 of HansaMatrix shares.

    #312232 Reply

    Nauris Treigys
    Keymaster

    The Board of Directors of HansaMatrix AS (Reg.No.40003454390, legal address: Akmeņu iela 72, Ogre, LV-5001, Latvia) informs that it convenes an extraordinary shareholder’s meeting on February 16, 2018 at 10.00 am, at “HansaMatrix” JSC headquarter meeting room located at Ziedleju iela 1, Marupe, LV2167, LATVIA.

    CORRECTION: Agenda:

    Revocation of existing and Election of a new Council members.
    Assignment of Audit committee function to a new Council
    Approval of the Employee stock option plan and the related increase of the Company’s share capital with a special purpose.
    Shareholders and their representatives that represent at least 5% of shares can submit draft decisions regarding the issues of the agenda to be discussed on the shareholders meeting until January 22, 2018 at HansaMatrix head office located at Ziedleju iela 1, Mārupe, LV2167, Latvia every working day from 9.00 am to 5.00 pm

    Draft resolutions on the issues of the agenda to be discussed on the shareholders meeting will be published on January 31, 2018. Draft resolutions will be available also on company’s webpage http://www.HansaMatrix.com, as well as at HansaMatrix head office located at Ziedleju iela 1, Mārupe, LV2167, Latvia every working day from 9.00 a.m. to 5.00 p.m.

    Total number of shares with a right to vote amounts to 1,829,381 (one million eight hundred twenty nine thousand three hundred eighty one).

    Shareholders can participate personally or delegate a representative.

    Only persons or entities which are shareholders on the date of record will be entitled to participate in the shareholders’ meeting. The date of record is end of the day of February 7, 2018.

    Registration of participants will take place at the venue on the day of the shareholders’ meeting – on February 16, 2018 from 9.30 am until 10.00 am

    Shareholders at the registration have to present passport or other identification document. Representatives of shareholders at the registration have to show a power of attorney witnessed by a notary or a power of attorney legally equal to that and passport or other verifying document. The template of the power of attorney is attached to this notification and also available on company’s webpage http://www.HansaMatrix.com.

    The Board of “HansaMatrix” JSC

    #312331 Reply

    Nauris Treigys
    Keymaster

    On January 26, 2018 shareholder SIA “Macro Rīga” sold 24 664 (1.35%) shares of AS “HansaMatrix” (HMX1R) at a price of EUR 7.50 per share.

    The seller is deemed an insider under EU legal acts and local securities law.

    As a result of the transaction the free float of AS HansaMatrix will increase and according to available to company information it has reached 29.34%.

    Additional information available in the document (in Latvian language) attached.
    Attachments:
    HMX Pazinojums par darijumu 2018-01-26.pdf

    #312379 Reply

    Nauris Treigys
    Keymaster

    The Board of Directors of HansaMatrix AS (Reg.No.40003454390, legal address: Akmeņu iela 72, Ogre, LV-5001, Latvia) informs that it convenes an extraordinary shareholder’s meeting on February 16, 2018 at 10.00 am, at “HansaMatrix” JSC headquarter meeting room located at Ziedleju iela 1, Marupe, LV2167, LATVIA.

    Agenda:

    Revocation of existing and Election of a new Council members.
    Assignment of Audit committee function to a new Council
    Approval of the Employee stock option plan and the related increase of the Company’s share capital with a special purpose.
    Shareholders and their representatives that represent at least 5% of shares can submit draft decisions regarding the issues of the agenda to be discussed on the shareholders meeting until January 22, 2018 at HansaMatrix head office located at Ziedleju iela 1, Mārupe, LV2167, Latvia every working day from 9.00 am to 5.00 pm

    Draft resolutions on the issues of the agenda to be discussed on the shareholders meeting will be published on January 31, 2018. Draft resolutions will be available also on company’s webpage http://www.HansaMatrix.com, as well as at HansaMatrix head office located at Ziedleju iela 1, Mārupe, LV2167, Latvia every working day from 9.00 a.m. to 5.00 p.m.

    Total number of shares with a right to vote amounts to 1,829,381 (one million eight hundred twenty nine thousand three hundred eighty one).

    Shareholders can participate personally or delegate a representative.

    CORRECTION: Only persons or entities which are shareholders on the date of record will be entitled to participate in the shareholders’ meeting. The date of record is end of the day of February 8, 2018.

    Registration of participants will take place at the venue on the day of the shareholders’ meeting – on February 16, 2018 from 9.30 am until 10.00 am

    Shareholders at the registration have to present passport or other identification document. Representatives of shareholders at the registration have to show a power of attorney witnessed by a notary or a power of attorney legally equal to that and passport or other verifying document. The template of the power of attorney is attached to this notification and also available on company’s webpage http://www.HansaMatrix.com.

    The Board of “HansaMatrix” JSC

    Investor and media contact:

    #312443 Reply

    Nauris Treigys
    Keymaster

    Meeting place and time: February 16, 2018 at 10.00 am, at JSC “HansaMatrix” head office meeting room located at Ziedleju iela 1, Mārupe, LV-2167, Latvia.

    Agenda:

    1.Revocation of the existing and election of a new Council members.

    Draft resolution:

    (1) to revoke current Council members:

    Krišs Osmanis
    Andris Bērziņš
    Ingrīda Blūma
    Gundars Strautmanis
    (2) to elect new Council members:

    Dagnis Dreimanis
    Krišs Osmanis
    Andris Bērziņš
    Ingrīda Blūma
    Gundars Strautmanis
    (3) To set the total year 2018 remuneration budget for Council in amount of 48000 EUR (forty eight thousand euro).

    2.Assignment of Audit committee function to the new Council.

    Draft resolution: to assign of Audit committee function to the Company supervising institution – Council.

    3.Approval of the Employee stock option plan and the related increase of the Company’s share capital with a special purpose.

    Draft resolution:

    (1) to issue Employee stock options for the total amount of 18293.81 EUR (eighteen thousand two hundred ninety three and 81/100 euro).

    (2) to approve the Regulation of Employee stock option issuance (prepared as a separate document to be attached to the protocol as Attachment No.2).

    (3) to increase the share Capital of the Company with the special purpose for the amount of 18293.81 EUR (eighteen thousand two hundred ninety three and 81/100 euro) (i.e. the maximum amount for which the Management Board will be authorized to issue new shares of the Company).

    (4) to determine that the sale price of 1 (one) Company dematerialized bearer share is 6.53 EUR (six and 53/100 euro).

    (5) to determine that when using Employee stock options, the newly issued Company shares are awarded free of charge (i.e. the newly issued shares are awarded to the share receiver without payment of the aforementioned price 6.53 EUR), because the Company issues new shares using retained profit (i.e. pays-up the new share issue from retained profit reserve in the amount of 119458.58 EUR (one hundred nineteen thousand four hundred fifty eight and 58/100 euro)).

    (6) to approve the Regulation for the Company share capital increase with the special purpose (to be attached to this protocol as Attachment No.3).

    (7) to instruct the Management Board of the Company to issue statement about Employee stock option issuance and its conditions in the official newswire distribution network, according to JSC Nasdaq Riga regulations.

    #312716 Reply

    Nauris Treigys
    Keymaster

    On January 09, 2018 IPAS “CBL Asset Management” managed state-funded pension plan “CBL AKTĪVAIS ieguldījumu plāns” acquired 85 000 (4.65%) AS “HansaMatrix” (HMX1R) shares, private voluntary pension scheme pension plan “CBL Aktīvais” acquired 11 000 (0.6%) AS “HansaMatrix” (HMX1R) shares and private voluntary pension scheme pension plan “CBL Sabalansētais” acquired 24 000 (1.31%) AS “HansaMatrix” (HMX1R) shares.

    As a result of the aforementioned transactions IPAS “CBL Asset Management” has acquired 6.56% share of indirect voting rights in AS “HansaMatrix” (HMX1R).

    Additional information available in the document (in Latvian language) attached.

    Attachments:
    2018_OUT_CAM_11.pdf

    #312718 Reply

    Nauris Treigys
    Keymaster

    The following decisions were adopted at Extraordinary Meeting of JSC “HansaMatrix” shareholders on February 16, 2018:

    1.To adopt the decisions regarding Council:

    to revoke current Council members: Krišs Osmanis, Andris Bērziņš, Ingrīda Blūma and Gundars Strautmanis.
    to elect new Council members: Dagnis Dreimanis, Krišs Osmanis, Andris Bērziņš, Ingrīda Blūma and Gundars Strautmanis.
    to set EUR 48000 EUR (forty eight thousand euro) as the total remuneration budget for Council for 2018.
    2.To assign Audit committee function to supervising institution – Council.

    3. To approve the Employee stock option plan and the related increase of the Company’s share capital with a special purpose:

    to issue Employee stock options for the total amount of 18294 EUR (eighteen thousand two hundred ninety four euro).
    to approve the Regulation of Employee stock option issuance.
    to increase the share Capital of the Company with the condition (Conditional share capital) for the amount of 18294 EUR (eighteen thousand two hundred ninety four euro) (i.e. the maximum amount for which the Management Board will be authorized to issue new shares of the Company).
    to determine that the sale price of 1 (one) Company dematerialized bearer share is 6.53 EUR (six euros and fifty three cents).
    to determine that when using Employee stock options, the newly issued Company shares are awarded free of charge (i.e. the newly issued shares are awarded to the share receiver without payment of the aforementioned price 6.53 EUR), because the Company issues new shares using retained profit (i.e. pays-up the new share issue from retained profit reserve in the amount of 119459.82 EUR (one hundred nineteen thousand four hundred fifty nine and 82/100 euro)).
    to approve the Regulation for the Company conditional share capital increase.
    to instruct the Management Board of the Company to issue statement about Employee stock option issuance and its conditions in the official newswire distribution network, according to AS Nasdaq Riga regulations.

    #312767 Reply

    Nauris Treigys
    Keymaster

    As announced earlier, JSC “HansaMatrix” extraordinary shareholder meeting on February 16, 2018 approved employee stock option issue regulation and conditional Company share capital increase regulation, related to the employee stock option plan.

    Company employee stock option issue regulation summary:

    Only employees and Management Board Members of the Company or 100% subsidiaries of the Company are entitled to receive employee share options.
    Employees entitled to receive employee stock options:
    Worker is currently employed at the Company or at the 100% subsidiary of the Company;
    Worker has been employed at the Company or at the 100% subsidiary of the Company at least 12 (twelve) calendar months;
    Employee has achieved the set individual Key Performance Indicators or Company business Key Performance Indicators.
    Management Board Members entitled to receive employee stock options:
    Management Board Member has been employed as Management Board Member at the Company or at the 100% subsidiary of the Company at least 12 (twelve) calendar months.
    Management Board Member has achieved the set individual Key Performance Indicators or Company business Key Performance Indicators.
    Maximum number of options to be granted to one employee is not fixed.
    Company issues 18294 (eighteen thousand two hundred ninety four) employee options with 1 EUR (one euro) nominal value of one option and total nominal value of options 18294 EUR (eighteen thousand two hundred ninety four euro) that correspond to 18294 (eighteen thousand two hundred ninety four) Company dematerialized bearer shares with 1 EUR (one euro) nominal value of one share and total nominal value 18294 EUR (eighteen thousand two hundred ninety four euro).
    Each share acquired as a result of option conversion gives the shareholder the same rights as the other Company dematerialized bearer share owners have, i.e. 1 (one) vote in shareholder meeting and also gives right to receive dividend and liquidation quota.
    After conversion of employee options to Company stock, the holder of employee options acquires all rights of newly issued Company shares, when the newly issued company shares are booked in the financial instrument account of the share receiver according to Latvian Financial instrument market law regulations.
    Company Management Board has the right to grant Company share options to workers employed at the Company or 100% subsidiaries of the Company according to Company employee stock option issue regulation.
    Company Council has the right to grant Company share options to Management Board Members of the Company or to Management Board Members of 100% subsidiaries of the Company according to Company employee stock option issue regulation.
    One Company share employee option granted by Management Board or Council of the Company entitles to receive one Company dematerialized bearer share.
    Holder of employee options acquires Company newly issued shares by converting the options to shares free of charge.
    Holder of employee share options submits the application of employee share option conversion to shares in the period of one month after the end of each calendar year. Holder of employee share options is entitled to submit the application of employee share option conversion to Company shares starting with 4th year of employement at the Company or at the 100% subsidiary of the Company.
    Management Board of the Company decides to issue new Company shares and increase the Company share capital in 10 (ten) days after receiving the respective application to convert employee options to shares from the employee option holder.
    In one month after Management Board of the Company has decided to issue new shares of the Company, Council of the Company decides to modify the Company Articles of Association, amending the amount of share capital, after which Management Board of the Company prepares and signs Articles of Association of the Company in new edition.
    Management Board of the Company submits application to Register of Enterprises of Latvia Commercial Register to increase the Company share capital, confirming the share capital pay-up status, including reference to the Company shareholder meeting decision (approving conditional share capital increase) and indicating the remaining conditional share capital amount.
    The time period for the holder of employee share options to convert options to shares in not limited.
    Management Board of the Company is authorized to determine individual period, not exceeding 3 years, after which employee has the right to convert employee options to Company shares.
    Company conditional share capital increase regulation summary:

    Company share capital is increased for the total amount of 18 294 EUR (eighteen thousand two hundred ninety four euro) (conditional share capital).
    After the Company share capital increase with condition, the conditional share capital will equal to 18 294 EUR (eighteen thousand two hundred ninety four euro), the amount by which Management Board will be authorized to issue new shares of the Company.
    Maximum issued share number (i.e. the number of shares Management Board will be authorized to issue and increase the share capital), resulting from conditional Company share capital increase, is 18 294 (eighteen thousand two hundred ninety four) dematerialized bearer shares with 1.00 EUR (one euro) nominal value of one share
    As a result of share capital increase, all newly issued shares are one category shares.
    Each new issue share entitles the share holder to 1 (one) vote in shareholder meeting and also gives right to receive dividend and liquidation quota.
    All rights (including the voting right) due to the shareholder as the receiver of new share issue (including the right to receive the dividend), are acquired when Company share capital increase is registered in Register of Enterprises of Latvia Commercial Register according to regulations of Latvian Commercial law Clause 261.1, part 12.
    Holders of options acquire the newly issued shares free of charge.
    Company issues new shares using retained profit i.e. from Company employee share option issue until the options are used, the Company ensures reserve by using retained profit in the amount of 119459.82 EUR (one hundred nineteen thousand four hundred fifty nine and 82/100 euro).
    The sale price of 1 (one) Company dematerialized bearer share is 6.53 EUR (six euros and fifty three cents). When using Employee stock options, the newly issued Company shares are awarded free of charge (i.e. the newly issued shares are awarded to the share receiver without payment of the aforementioned price 6.53 EUR), because the Company issues new shares using retained profit.
    Company pays-up the newly issued shares using retained profit in 1 (one) month after Company Management Board decision on new share issue and Company share capital increase.
    According to Latvian Commercial law clause 253, part 1, the current shareholders do not have the preemptive right to acquire the newly issued shares.

    #312768 Reply

    Nauris Treigys
    Keymaster

    Extraordinary shareholder meeting of JSC “HansaMatrix” on February 16, 2018, in addition to the existing Council members Krišs Osmanis, Andris Bērziņš, Ingrīda Blūma and Gundars Strautmanis, elected new Council member Dagnis Dreimanis. This decision will take effect by registering the said changes in Commercial register of Latvia.

    Dagnis Dreimanis brings highly valuable investment and general management experience to Company Council.

    Dagnis Dreimanis is investment professional with 18 years of experience in private equity and currently serves as managing partner in Baltic leading private equity and venture capital investor, BaltCap. He has managed investments in over 20 companies in broad range of industries. Dagnis is currently Council member in 4 companies – Runway, Coffee Address, Vika Wood and Evo Grupa.

    Dagnis holds a BSBA degree in Finance and Economics from Slippery Rock University of Pennsylvania and is CFA charterholder. He holds a dual EMBA degree from University of California Los Angeles / National University of Singapore (2016) and has completed Professional Board Member Education program at Baltic Institute of Corporate Governance.

    Dagnis Dreimanis in Company Council will represent minority institutional shareholder interests and BaltCap joint investment interests in Lightspace Technologies, LLC. He does not own any JSC “HansaMatrix” shares.

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