Stockholm, 26 November 2014
In accordance with the previously communicated timetable, final registration of Transcom’s re-domiciliation and merger between Transcom WorldWide S.A. and Transcom WorldWide AB (publ) (the "Company") was effected today by the Swedish Companies Registration Office (the "SCRO"). This final registration by the SCRO has, among others, the following effects:
- As previously announced, the first day of trading in the ordinary shares of the Company on Nasdaq Stockholm will be 28 November 2014. The shares will be traded under the ticker "TWW" and with the ISIN number SE0006055257.
- Transcom WorldWide S.A. has been dissolved and all of its assets and liabilities have been transferred to the Company, the new parent of the Transcom Group.
- 1,301,581,530 new ordinary shares have been issued by the Company in accordance with the merger plan, meaning that the Company thereafter has 1,302,860,600 outstanding ordinary shares in total, of which 1,383,551 are treasury shares held by the Company itself.
- The ordinary shares issued as merger consideration are expected to be registered on the VP-accounts of the shareholders on 28 November 2014.
- Cash payments following the sale by Skandinaviska Enskilda Banken of fractions of shares, as set out in the merger plan and the merger prospectus, are expected to be made to the recipients on 3 December 2014.
As referred to in the merger plan, the Company will assume the obligations to participants under existing long-term incentive plans. Therefore, in connection with the completion of the merger, the Company has passed resolutions to secure its ability to meet these incentive plan obligations. This includes resolving to issue 649,372 class C shares and to re-purchase these same shares for delivery to long-term incentive plan participants.
For additional details on the re-domiciliation of the parent company of the Transcom Group from Luxembourg to Sweden, please refer to Transcom’s website at www.transcom.com/redom.
THE 1:50 REVERSE SPLIT
As previously announced, Transcom has resolved to execute a 1:50 reverse split of the ordinary share of the Company following the re-domiciliation. The Company intends to execute the reverse split during the period 10-12 December 2014.
Please find further information on the reverse split below.
The purpose of the reverse split is to achieve an appropriate number of shares listed on Nasdaq Stockholm. Through the reverse split, 50 existing ordinary shares will become one (1) new ordinary share.
For those shareholders who, on the record date (12 December 2014), do not hold an amount of shares that corresponds to a whole number of new shares following completion of the reverse split, ownership of the excess shares will pass from such shareholders to the Company on the record date, in accordance with Chapter 4, Section 50 of the Companies Act. Such excess shares will then be sold by Skandinaviska Enskilda Banken and the proceeds will be distributed to the shareholders entitled thereto. For shareholders holding fewer than 50 shares, the execution of the reverse split means that all their shares will be sold as excess shares.
The reverse share split will reduce the total number of ordinary shares in the Company from 1,302,860,600 to 26,057,212, and the quota value of each share will be increased from EUR 0.043 to EUR 2.15. Except for the increased quota value, each new consolidated share will carry the same rights as the shares prior to the reverse split. Following registration of the resolutions referred to above to secure the Company's ability to meet its obligations under its long-term incentive plans, the quota value per ordinary share will be changed to EUR 2.10 per share.
Shareholders are not required to take any measures in connection with the reverse share split. However, to avoid selling excess shares, the number of shares on the record date shall be evenly divisible by 50. The last trading day to obtain a number of shares that is evenly divisible by 50 is 10 December 2014.
Reverse split time table
10 December 2014 - Last day of trading in the Company's shares before the reverse share split.
11 December 2014 - First day of trading in the Company's shares after the reverse share split (now under a new ISIN number, SE0006168316.)
12 December 2014 - Record date for the reverse share split; the excess shares pass to the Company.
15 December 2014 - The new number of shares are booked onto the shareholder's VP-account.
23 December 2014 - Payment of proceeds from sales of excess shares.
Shares registered with nominees
For shareholders in the Company whose shares are registered in the name of a nominee, the shareholding after the reverse share split as well as any payment of proceeds from the sale of excess shares will be managed in accordance with each nominee’s procedures. The Company recommends shareholders to contact their nominee in case of questions on such nominee procedures.
Tax considerations in Sweden
The reverse split of shares does not give rise to any taxation since it merely implies that the aggregate quota value of the shares is allocated to fewer shares. The aggregate tax basis for all shares before the reverse share split will therefore be the same after the reverse share split. However, the average tax basis per share will be different.
A sale of excess shares is taxable and also affects the aggregated average tax basis. Upon such a disposal of excess shares by means of transfer of the title to the shares to the Company and the subsequent sale at the Company’s expense, a capital gains taxation is triggered. A capital gain or capital loss respectively, is calculated as the difference between the sales proceeds and the average tax basis of the shares sold. The standard method is applicable.
“I am very pleased that we have now finalized the re-domiciliation to Sweden, given the benefits for the Group and its shareholders. We have aligned Transcom’s legal domicile with the domicile of its owners, as the majority of the company’s shareholders are Swedish. General meetings of the shareholders will now be held in Sweden rather than in Luxembourg, facilitating shareholder participation. In addition, Transcom is no longer bound by dual legal systems, which will lower costs and simplify the execution of corporate actions. We now also have a listing structure that is simpler and less costly, as we have abandoned the SDR system. Transcom’s ordinary shares are now directly admitted to trading on Nasdaq Stockholm. Finally, we have established one single class of listed shares, offering the potential of increased liquidity.
“While this re-domiciliation is a major change from the corporate governance and capital markets perspectives, it is business as usual from a business operations viewpoint. The new Swedish parent company of the Transcom Group (Transcom WorldWide AB) has taken over all assets and liabilities of Transcom WorldWide S.A. As always, we remain committed to delivering excellent service to our clients’ customers in a reliable, consistent and cost-effective way”, commented Johan Eriksson, Transcom’s President and CEO.
Transcom WorldWide AB (publ) discloses the information provided herein pursuant to the Securities Market Act and/or the Financial Instruments Trading Act. The information was submitted for publication on 26 November at 10:10 AM CET.
For further information, please contact:
Johan Eriksson, President and CEO
Telephone +46 70 776 80 22
Pär Christiansen, CFO
Telephone +46 70 776 80 16
Stefan Pettersson, Head of Group Communications
Telephone +46 70 776 80 88