Delisting Announcement • Jun 29, 2020
Delisting Announcement
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SpectrumOne AB (publ) - Reminder to VPS holders in connection with the delisting from Merkur Market
Reference is made to the press release issued by SpectrumeOne AB (publ)
("Spectrum One" or the "Company") on 26 May 2020 regarding actions to be taken
by holders of shares in the VPS system in order to carry out a cross-border
transfer of shares to Euroclear Sweden, which will enable the VPS holders to
trade their shares on Nasdaq First North Growth Market Sweden and participate in
the upcoming free of payment rights issue of units. The purpose of this press
release is to act as a reminder to the VPS holders that they should take
immediate action in this respect. The press release dated 26 May 2020 is, for
ease of reference, set out in its entirety below.
Reference is made to the press release issued by the Company on 22 April 2020,
informing the market that the Company had initiated a delisting process from
Merkur Market, and the decision of the Oslo Stock Exchange to approve the
delisting effective as of 14 July 2020, as announced on 14 May 2020. Reference
is further made to the press release issued by the Company on 21 April 2020,
announcing, among other things, that the Company had resolved to initiate a free
of payment rights issue of units of warrants (the "Units") in two tranches (the
"Rights Issue") to its existing shareholders. As previously announced, the
record date for receiving rights to subscribe for Units (the "Unit Rights") in
the Rights Issue is 3 July 2020 (the "Record Date"), and the period in which
Unit Rights can be exercised (the "Subscription Period") will run from and
including 8 July 2020 to and including 22 July 2020. The Unit Rights will be
tradable on Nasdaq First North Growth Market Sweden ("NASDAQ") and can be used
to subscribe for BTUs which also will be tradable on NASDAQ (Sw. Betald Tecknad
Unit), which in turn will be automatically converted into warrants in two
series.
Cross-border transfer of shares to be able to trade the shares on NASDAQ
As approved by the Oslo Stock Exchange, with effect from and including 14 July
2020, the depositary interests in shares in the Company (the "VPS shares") will
cease to be tradable on Merkur Market (the last day of trading in the VPS shares
on Merkur Market being 13 July 2020). Following the delisting from Merkur
Market, the only venue for trading in shares in the Company will be NASDAQ. In
order for holders of VPS shares (the "VPS holders") to be able to trade their
shares in the Company on NASDAQ, such VPS holders will have to effectuate a
cross-border transfer of their shares from the VPS system into Euroclear Sweden.
For each VPS holder that does not already hold a securities account connected to
Euroclear Sweden, such cross-border transfer will only be possible to effectuate
after the VPS holder has opened such a securities account connected to Euroclear
Sweden (or made other appropriate arrangement with a custodian operating
securities accounts with Euroclear Sweden). Securities accounts connected to
Euroclear Sweden can be opened with most Swedish banks or other financial
institutions, subject to know-your-customer (KYC) and other applicable bank or
financial institution procedures and policies for onboarding of customers. Each
VPS holder will themselves have to arrange for opening such securities account
connected to Euroclear Sweden (or make other custodian arrangement).
The Company urges each VPS holder to take immediate action in this respect. The
Company expects to maintain the current VPS arrangement with its VPS registrar,
DNB Verdipapirservice - which allows for the registration of the VPS shares
with the VPS - only for a certain transitional period following the delisting of
the shares from Merkur Market.
The Company will work together with its VPS registrar, DNB Verdipapirservice, to
facilitate effectuation of cross-border transfers for VPS holders that have
opened securities accounts connected to Euroclear Sweden, and the Company will
offer to cover the direct transfer costs which DNB Verdipapirservice would
otherwise have charged the VPS holder in connection therewith, limited to NOK
650 per VPS holder, provided that such cross-border transfer is initiated before
the delisting from Merkur Market. The VPS holders must, however, themselves
ensure to open securities accounts with Euroclear Sweden and cover costs in
connection therewith, and make appropriate transfer instructions to DNB
Verdipapirservice as required by DNB Verdipapirservice.
The VPS holders can contact DNB Verdipapirservice for effectuation of cross
-border transfers once they have opened a securities account connected to
Euroclear Sweden (or made other custodian arrangement):
DNB Verdipapirservice
Dronning Eufemias gate 30, 0191 Oslo
+47 23 26 80 16
Participation in the upcoming free of payment rights issue of units
As previously announced by the Company, the Subscription Period in the upcoming
Rights Issue will run from and including 8 July 2020 to and including 22 July
2020, whilst the delisting from Merkur Market will take effect on 14 July 2020.
VPS holders that have effectuated a cross-border transfer of their shares into
Euroclear Sweden, as described above, and that are registered as shareholders
with Euroclear Sweden as of the Record Date (3 July 2020), will, subject to the
terms and conditions of the Rights Issue, receive Unit Rights on their
securities accounts connected to Euroclear Sweden.
Due to the technical complexity, non-conformity of the VPS system and the
Euroclear Sweden system with respect to unit rights and BTUs, and the associated
costs for the Company in operating an appropriate sub-register for unit rights
with the VPS system, no separate Unit Rights, BTUs or comparable instruments
will be issued in the VPS in connection with the upcoming Rights Issue.
Accordingly, no Unit Rights, BTUs or comparable subscription rights will be
tradeable on Merkur Market in connection with the Rights Issue.
Holders of VPS shares that do not prior to the Record Date (3 July 2020)
effectuate a cross-border transfer of their VPS shares into a securities account
connected to Euroclear Sweden will as a result of the above not receive Unit
Rights, BTUs or comparable instruments on their VPS accounts. However, such VPS
holders will have beneficial ownership to Unit Rights registered in Euroclear
Sweden and which are credited to a share depot of DNB Verdipapirservice with
Euroclear Sweden as a result of the VPS arrangement between the Company and DNB
Verdipapirservice which was put in place in connection with the listing of the
Company on Merkur Market.
In order to utilize such beneficially held Unit Rights (or to take other action
in respect of Unit Rights) in connection with the upcoming Rights Issue, each
VPS holder will need to open a securities account connected to Euroclear Sweden
as described above, such that Unit Rights beneficially held through the depot of
DNB Verdipapirservice with Euroclear Sweden may be transferred from the VPS
registrar depot to the VPS holders' own securities account connected to
Euroclear Sweden, and be utilized or sold on NASDAQ before expiry of the
Subscription Period. In such cases, each VPS holder must ensure to timely open
securities accounts connected to Euroclear Sweden and instruct DNB
Verdipapirservice to transfer beneficially owned Unit Rights to such securities
account held by the VPS holders.
The Company urges each VPS holder to make arrangements for the opening of a
securities account connected to Euroclear Sweden, and to effectuate a cross
-border transfer of the shares, as soon as possible.
VPS holders that have not made such arrangements before the Record Date (3 July
2020), and that hold VPS shares in the VPS as of the Record Date, may contact
DNB Verdipapirservice for effectuation of transfers of beneficially owned Unit
Rights once they have opened a securities account connected to Euroclear Sweden
(or made other custodian arrangement):
DNB Verdipapirservice
Dronning Eufemias gate 30, 0191 Oslo
+47 23 26 80 16
Such arrangements should be made in good time before expiry of the Subscription
Period.
DNB Verdipapirservice will not exercise Unit Rights or take any other action in
respect of Unit Rights beneficially owned by the VPS holders through DNB
Verdipapirservice's depot with Euroclear Sweden.
Unit Rights that are not exercised prior to expiry of the Subscription Period
will expire without any compensation to the holder or the beneficial owner.
VPS holders' failure to take timely action in respect of the above could result
in a financial loss for the VPS holders.
For further information contact:
Fredric Forsman
Chairman of the Board
+46 73 978 78 44
Certified Adviser:
Mangold Fondkommission AB (556585-1267)
Box 55 691 102 15 Stockholm
Telefon: +46 8 503 015 50
www.mangold.se
About SpectrumOne AB
SpectrumOne is a leading technology company delivering an advanced Data
Management, Analytics & Communications platform suite. Offered in a SaaS online
service shipping with rich market data from various professional providers,
SpectrumOne provides a unique solution to many leading actors across industry
segments in various countries. Enabling clients with fast and easy access to
data insight and visualisation coupled with powerful search, segmentation and
mapping features. SpectrumOne allows data to be quickly enabled and
operationalised, driving activities from customer communication to data science
supporting business analysis, strategy and growth. All of which can be enabled
literally the same day with immediate results. SpectrumOne´s
headquarter is based in Stockholm, Sweden, responsible for Nordic sales and
strategy, with additional sales and business development located in Oslo,
Norway. SpectrumOne is listed on Nasdaq First North Growth Market in Stockholm
and Merkur Market in Oslo until 14 July 2020.
www.spectrumone.com
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