ISIN.net news update courtesy of Business Wire, Transcom is a global customer service specialist company based out of Sweden.
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STOCKHOLM–(BUSINESS WIRE)–Regulatory News:
Transcom WorldWide (NASDAQ:TRCMA)(NASDAQ:TRCMB)(ISIN: SE0006168316):
In accordance with the previously communicated timetable, final registration of Transcom’s re-domiciliation and merger between Transcom WorldWide S.A. and Transcom WorldWide AB (publ) (the “Company”) was effected today by the Swedish Companies Registration Office (the “SCRO”). This final registration by the SCRO has, among others, the following effects:
· As previously announced, the first day of trading in the ordinary shares of the Company on Nasdaq Stockholm will be 28 November 2014. The shares will be traded under the ticker “TWW” and with the ISIN number SE0006055257.
· Transcom WorldWide S.A. has been dissolved and all of its assets and liabilities have been transferred to the Company, the new parent of the Transcom Group.
· 1,301,581,530 new ordinary shares have been issued by the Company in accordance with the merger plan, meaning that the Company thereafter has 1,302,860,600 outstanding ordinary shares in total, of which 1,383,551 are treasury shares held by the Company itself.
· The ordinary shares issued as merger consideration are expected to be registered on the VP-accounts of the shareholders on 28 November 2014.
· Cash payments following the sale by Skandinaviska Enskilda Banken of fractions of shares, as set out in the merger plan and the merger prospectus, are expected to be made to the recipients on 3 December 2014.
As referred to in the merger plan, the Company will assume the obligations to participants under existing long-term incentive plans. Therefore, in connection with the completion of the merger, the Company has passed resolutions to secure its ability to meet these incentive plan obligations. This includes resolving to issue 649,372 class C shares and to re-purchase these same shares for delivery to long-term incentive plan participants.
THE 1:50 REVERSE SPLIT
As previously announced, Transcom has resolved to execute a 1:50 reverse split of the ordinary share of the Company following the re-domiciliation. The Company intends to execute the reverse split during the period 10-12 December 2014.
Please find further information on the reverse split below.
The purpose of the reverse split is to achieve an appropriate number of shares listed on Nasdaq Stockholm. Through the reverse split, 50 existing ordinary shares will become one (1) new ordinary share.
For those shareholders who, on the record date (12 December 2014), do not hold an amount of shares that corresponds to a whole number of new shares following completion of the reverse split, ownership of the excess shares will pass from such shareholders to the Company on the record date, in accordance with Chapter 4, Section 50 of the Companies Act. Such excess shares will then be sold by Skandinaviska Enskilda Banken and the proceeds will be distributed to the shareholders entitled thereto. For shareholders holding fewer than 50 shares, the execution of the reverse split means that all their shares will be sold as excess shares.
The reverse share split will reduce the total number of ordinary shares in the Company from 1,302,860,600 to 26,057,212, and the quota value of each share will be increased from EUR 0.043 to EUR 2.15. Except for the increased quota value, each new consolidated share will carry the same rights as the shares prior to the reverse split. Following registration of the resolutions referred to above to secure the Company’s ability to meet its obligations under its long-term incentive plans, the quota value per ordinary share will be changed to EUR 2.10 per share.
Shareholders are not required to take any measures in connection with the reverse share split. However, to avoid selling excess shares, the number of shares on the record date shall be evenly divisible by 50. The last trading day to obtain a number of shares that is evenly divisible by 50 is 10 December 2014.