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Econocom Group SE — Share Issue/Capital Change 2012
Sep 14, 2012
3943_iss_2012-09-14_47e08c26-be6b-479a-ab63-311182223458.pdf
Share Issue/Capital Change
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REGULATED INFORMATION
14 September, 2012
CANCELLATION OF OWN SHARES
AND SHARE SPLIT IN FOUR OF THE ECONOCOM GROUP SHARES
On 14 September 2012, the Extraordinary General meeting of shareholders of Econocom Group resolved, amongst other things, to cancel 2,000,000 own shares and split Econocom Group's shares four (4) ways.
The General meeting of shareholders has approved the proposal by the Board of directors to proceed with the cancellation of 2,000,000 own shares, thereby resulting in Econocom Group's capital being represented by 24,172,897 shares rather than by 26,172,897 shares. The General meeting of shareholders subsequently decided to approve the proposal of the Board of directors to proceed with a four-way split of Econocom Group's shares, resulting in Econocom Group's capital being represented by 96,691,588 shares as from 17 September 2012.
One (1) old Econocom Group share will give rise to four (4) new Econocom Group shares.
1. Description of the share split
1.1 Split
Effective 17 September 2012, each shareholder of Econocom Group will receive four (4) new Econocom Group shares in exchange for each Econocom Group share held. The shareholdings of the existing shareholders in the capital of the Econocom Group will not be diluted in any way.
1.2 Stock exchange listing
Effective 17 September 2012, the new shares will be listed on the regulated market of Euronext Brussels, under code ISIN BE0974266950.
As from this date, the old shares under code ISIN BE0003563716 will no longer be listed or tradable.
1.3 Form of the shares
The new shares will exist in either dematerialized form, through recordation in a securities account with a financial institution, or registered form, through recordation in Econocom Group's shareholders' register. The form can be freely chosen by the shareholder.
Effective 17 September 2012, the old shares with code ISIN BE0003563716 will remain valid only with a view to their exchange for four (4) new shares and the payment of outstanding dividends relating to prior financial years.
1.4 Consequences
As a result of this share split, the number of shares of Econocom Group will be quadrupled. Thereafter, Econocom Group's capital, in the amount of EUR 17,076,677.70, will be represented by 96,691,588 shares as opposed to 24,172,897 shares.
| Euronext Brussels | Before | After | ||
|---|---|---|---|---|
| Memo code | ISIN Code | Number of shares | ISIN Code | Number of shares |
| Share - ECONB | BE0003563716 | 24,172,897 | BE0974266950 | 96,691,588 |
2. Impact on the value of the Econocom Group's shares
The value of Econocom Group's shares will be divided by four while the number of shares traded will be quadrupled.
3. Practical aspects of the share split for shareholders
3.1 For dematerialized shares
Each old Econocom Group share held in a securities account with a financial institution will be automatically exchanged for four new shares.
For most financial institutions, the exchange will occur at no additional cost to the shareholder. However, it is nevertheless advisable to contact your financial institution to clarify this point.
3.2 For bearer shares
Every shareholder with bearer shares is requested to present the old shares, before 31 December 2013, either to a financial institution, for conversion into dematerialized form, or to Econocom Group, for conversion into registered form. The shares will then, at the shareholder's choosing, be deposited in a securities account or recorded in Econocom Group's shareholders' register and their number will automatically be quadrupled.
A conversion tax will be due upon conversion of the shares, at a rate of either 1%, for conversions carried out in 2012, or 2%, for conversions carried out in 2013. The tax will be calculated on the date the shares are presented, on the basis of the last determined value before that date.
The rights attached to bearer shares shall be suspended until they are converted into dematerialized or registered form under the new code ISIN BE0974266950.
3.3 For registered shares
Each old Econocom Group share recorded in Econocom Group's shareholders' register will automatically be split into four new shares, at no additional cost to the registered shareholder.
4. Payment of dividends
For both registered and dematerialized shares, future dividends will be paid automatically.
Bearer shares can be presented to a financial institution at any time in order to receive unpaid dividends relating to previous financial years.
5. Contact
For all questions on this issue, shareholders are requested to contact the following persons:
Benoit Feron or Anne Tilleux (avocats)
NautaDutilh
120 Chaussée de La Hulpe
1000 Brussels
Tel: +322 566 8000
Email: Benoî[email protected] or [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.
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]
PR contact: [email protected]
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