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Aspocomp Releases EGM's Decisions 2011
Author:  Source:   Update:2012-01-02  Counting:7567
 

The Extraordinary General Meeting of Aspocomp Group Plc held December 20, 2011 decided to execute a reverse share split under Chapter 15 Section 9 of the Companies Act and related share redemption in a proportion other than shareholders’ holdings, to authorize the Board to issue shares and special rights entitling to shares and to terminate stock option program 2008. The Extraordinary General Meeting also decided to cover the loss shown on the balance sheet with funds from unrestricted equity and to reduce the company’s restricted equity to cover such losses.

(A) Reverse share split under Chapter 15 Section 9 of the Companies Act and related share redemption in a proportion other than shareholders’ holdings

The Extraordinary General Meeting decided that the number of the company’s shares shall be decreased, without decreasing the share capital, by means of a reverse share split which merges ten (10) existing shares into one (1) new share for the purposes set out in Chapter 15 Section 9 of the Companies Act and in observance of the procedure specified therein. Prior to such reverse share split the number of shares in the company is divisible by ten (10). The purpose of the reverse share split is to improve share trading conditions and price formation, and to increase the value of individual shares. The company thus has a weighty financial reason for the reverse share split and related share redemption.

The reverse share split will be accomplished by redeeming from each shareholder a number of shares determined in accordance with a redemption ratio of 9/10, i.e. nine (9) out of every ten (10) shares will be redeemed. The shares in excess of the nearest integer divisible by ten (10) will additionally be redeemed from shareholders whose holding is not divisible by ten at the record date of the reverse share split (rounding). The number of shares shall be evaluated separately for each book-entry account.

The redemption will be carried out without compensation, with the exception of the payment based on rounding as referred to in Chapter 15 Section 9 of the Companies Act. The redemption will be carried out as specified in the section referred to above in a proportion other than the shareholders’ holdings. Shares redeemed in connection with the reverse share split will be cancelled, with the exception of excess shares that are redeemed due to the rounding, combined with each other and sold. Subsequent to the reverse share split, the company will without delay, on behalf of the shareholders concerned, sell in public trading as referred to in Chapter 1 Section 3 of the Securities Markets Act, the combined excess shares redeemable due to the aforementioned rounding.

The funds derived from the share sales will be paid to shareholders in proportion to the differences arrived at by subtracting from the number of shares redeemable from each shareholder the number of shares redeemable in the absence of rounding. Interest at the reference rate valid from time to time as provided in Section 12 of the Interest Act will be paid on the funds for the period between the share redemption date and the date of remittance of the funds.

On the record date of the Extraordinary General Meeting, December 8, 2011, 2,976 shares of the company were entered into a joint account referred to in Chapter 4 Section 10 of the Companies Act. In connection with the reverse share split the joint account is handled as a single book-entry account and the payment based on rounding as referred to in Chapter 15 Section 9 of the Companies Act will be deposited in accordance with Chapter 15 Section 9 paragraph 2 of the Companies Act. In case entry into the book-entry system is required in relation to shares in the joint account in the future, one (1) share shall be assigned from the joint account against ten (10) old shares. The amount of compensation payable based on possible rounding is determined based on the compensations paid in connection with the reverse share split and the share redemption date shall be the date when the request for entry into the book-entry system was presented. The compensation payable based on the rounding shall be paid in a manner decided by the Board either from the deposit mentioned above, from the proceeds received by selling a share from the joint account on behalf of the person requesting entry into the book-entry system or from the assets of the company.

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