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Econocom Group SE — Share Issue/Capital Change 2012
Sep 25, 2012
3943_iss_2012-09-25_3d04d8cb-3744-424e-91ab-eacac731f545.pdf
Share Issue/Capital Change
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REGULATED INFORMATION
25 September, 2012
NOTICE TO THE HOLDERS OF ECONOCOM GROUP CONVERTIBLE BONDS ISSUED ON 1ST JUNE 2011
ADJUSTMENT TO THE SHARE-EXCHANGE RATIO FOLLOWING THE FOUR-WAY SPLIT OF ECONOCOM GROUP'S SHARES
The Extraordinary Shareholders' Meeting of Econocom Group SA (the "Company") held on 14 September 2012 resolved, further to a proposal by the Board of Directors, to proceed with a four-way split of the Company's ordinary shares. Consequently, since 17 September 2012, the Company's capital has been represented by 96,691,588 shares.
1. Description of the share split
On 17 September 2012, each shareholder of Econocom Group received, in exchange for each share in the Company, four (4) new shares in the Company. The holdings of the Company's shareholders were thus not diluted.
The new shares exist only in dematerialised form, in which case they are recorded in a securities account with a financial institution, or in registered form, in which case they are recorded in the Company's shareholders' register.
Following this transaction, Econocom Group's shares quadrupled in number. Consequently, the Company's share capital, in the amount of € 17,076,677.70, is now represented by 96,691,588 shares, as opposed to 24,172,897 shares before. The new shares are listed on Euronext Brussels.
| Euronext Brussels | Before the Split | After the Split | ||
|---|---|---|---|---|
| Memo Code | ISIN Code | Number of shares | ISIN Code | Number of shares |
| Share - ECONB | BE0003563716 | 24.172.897 | BE0974266950 | 96.691.588 |
2. Impact of the share split for the holders of Econocom Group convertible bonds
Pursuant to Article 2.5 of the terms and conditions for the convertible bonds issued by the Company on 1st June 2011, as stated in the Offering Memorandum of 31 May 2011, the Share-Exchange Ratio is adjusted in the event of financial transactions involving the Company, notably a split of the Company's shares.
Thus, in the event of a split of the Company's shares, the new Share-Exchange Ratio is equal to the product of the Share-Exchange Ratio in force before the transaction in question (1 share of the Company for 1 Bond) and of the ratio:
Number of shares representing the capital after the transaction, i.e. 96,691,588 shares
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Number of shares representing the capital before the transaction, i.e. 24,172,897 shares
or a new Share-Exchange Ratio equal to four (4) (i.e., four (4) shares in the Company for one (1) Bond).
For the purposes of this notice, capitalised words and expressions shall have the meanings defined in the Offering Memorandum of 31 May 2011.
3. Contact
For any questions regarding the foregoing, bondholders are requested to contact:
ECONOCOM GROUP
[email protected] [email protected]
About Econocom: Established in 17 countries with 3,700 employees and consolidated revenue of €1.58 billion in 2011, Econocom is Europe's leading independent provider of business-to-business IT and telecoms infrastructure management services.
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Its services include consultancy, distribution, leasing and a complete range of IT outsourcing services. The Econocom Group share (BE0003563716 - ECONB) has been listed on the Euronext NYSE in Brussels since 1986 and is part of the BelMid index.
For further information: www.econocom.com Follow us on Twitter: https://twitter.com/econocom
Contact: investor and shareholder relations: [email protected]
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