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Econocom Group SE — Share Issue/Capital Change 2012
Aug 10, 2012
3943_iss_2012-08-10_d799dcfd-c90b-4c7d-8073-c4a0bd5d15a0.pdf
Share Issue/Capital Change
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REGULATED INFORMATION
10 August, 2012
CANCELLATION OF OWN SHARES AND SHARE SPLIT IN FOUR OF THE ECONOCOM GROUP SHARES
On 6 August 2012, the Board of directors of the Econocom Group has decided to convene an extraordinary General meeting of shareholders of the Company on 14 September 2012 to decide on the cancellation of 2.000.000 own shares (7,6% of the share capital) and a share split in four (4) of the value of the shares.
If the General meeting of shareholders approves the proposal by the Board of directors to proceed with the cancellation of 2.000.000 own shares, the capital of the Company will consist of 24.172.897 shares instead of the previous 26.172.897 shares.
If the General meeting of shareholders subsequently approves the proposal by the Board of directors to proceed with the share split in four (4) of the Company shares, the company capital will be represented by 96.691.588 shares as from 15 September.
One (1) old Econocom Group share will give right to four (4) new split Econocom Group shares.
1. Description of the share split operation
1.1 Split
Starting from 15 September 2012, each shareholder of Econocom Group will receive four (4) new Econocom Group shares in exchange for each Econocom Group share he holds. The participation of the existing shareholders in the capital of Econocom Group will therefore not be diminished in any way.
1.2 Stock exchange listing
Starting from 15 September 2012, the new split shares will be listed on the regulated market of Euronext Brussels under the code ISIN BE 0974265945.
As of this date, the old shares under the code ISIN BE0003563716 will no longer be listed or tradable.
1.3 Form
The new shares will only exist as dematerialized shares, registered in a securities account with a financial institution, or as registered shares, by registration in the share register of the Company. The form of shares is chosen by the shareholder.
Starting from 15 September 2012, the old shares with the code ISIN BE0003563716 will remain valid only in view of their exchange against four (4) new shares and in view of the payment of nonreceived dividends relating to prior financial years.
1.4 Consequences of the exchange
Following the exchange or the split, the number of shares of Econocom Group will be four times higher. As a result, the company capital, being 17.076.677,70 EUR, will be represented by 96.691.588 shares after the share split operation against 24.172.897 shares before the share split operation.
| Euronext Brussels | Before the operation | After the operation | ||
|---|---|---|---|---|
| Memo code | ISIN Code | Number of shares | ISIN Code | Number of shares |
| Share - ECONB | BE0003563716 | 24.172.897 | BE 0974265945 | 96.691.588 |
2. Impact of the split on the value of the Econocom Group share on the stock exchange
The listed value of the Econocom Group share will be divided by four and simultaneously the number of tradable shares will be multiplied by four.
3. Practical aspects of the share split for shareholders:
3.1 With respect to the shareholder holding dematerialized shares on a securities account
Each old Econocom Group share held in a securities account with a financial institution is automatically exchanged against four new shares.
The exchange will, with most of financial institutions, not incur costs for the shareholder. Nevertheless, it is advisable to contact the financial institution in whose books the dematerialized shares are registered to obtain certainty in this respect.
3.2 With respect to the shareholder holding bearer shares
Each shareholder holding Econocom Group bearer shares is invited to present its old shares with a financial institution or with Euroclear Belgium. These shares will, at the shareholder's choice, be placed in a securities account or registered in the share register of the issuing company. These shares will automatically be exchanged and their number will be multiplied by 4.
A conversion tax for this type of shares will have to be paid at the time of the conversion of the shares. This tax amounts to 1% for all conversions realized during the year 2012 and to 2% for all conversions realized during the year 2013.
The tax will need to be paid by the financial intermediaries where there is a registration of shares in a securities account and by the issuing company where the shareholders request the conversion in registered shares. The tax will be recovered from the owners of the shares.
The tax will need to be paid at the latest on the last business day of the month following the filing of the shares. In the event of payment delay, default interests will be automatically due as well as a fine of 12.50 EUR for each week of delay in payment.
3.3 With respect to the shareholder holding registered shares
Each old Econocom Group share registered in the share register of the Company will automatically be exchanged against four new shares, and this, without additional costs for the registered shareholder.
4. Dividend payment
Regarding the shares held on a securities account or registered in the share register of the issuing company, the future dividends will be paid automatically.
The non-received dividends of previous financial years of old bearer shares can be presented with a financial institution at any time in order to receive payment.
5. Contact
For all questions relating to this operation, the shareholders can contact the following persons:
- Benoit Feron - Anne Tilleux Avocats - NautaDutilh
Chaussée de La Hulpe 120
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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