Bulletin from Cybercom’s 2012 EGM
Cybercom Group AB (publ) held an Extraordinary General Meeting (EGM) on Monday, 1 October 2012. The EGM approved the decision by the board to implement a new share issue for proceeds of up to SEK 125.6 million.
At the EGM, 66 percent of Cybercom's shares and votes were represented. The EGM resolved to endorse the proposals prepared by the board. All resolutions were passed by the required majority. These items summarise the EGM resolutions.
Issue of new shares
The EGM approved the board’s proposal of 29 August 2012 to issue new shares in exchange for proceeds of SEK 125.6 million. At full subscription in the rights issue, the share capital increases by SEK 36,087,899 to SEK 45,109,873.75.
The terms and conditions that apply to the issue shall include, but not be limited to, the following.
- Shareholders in Cybercom will have preferential right to subscribe for four new shares for every existing share held on the record date 4 October 2012
- The subscription price is SEK 0.87 per share which represents total rights issue proceeds of approximately SEK 125.6 million at full subscription excluding costs related to the transaction
- The rights issue is fully guaranteed by means of subscription undertakings from existing shareholders including JCE Group and by means of guarantee undertakings from external investors
- The subscription period will run from and including 9 October up to and including 23 October 2012
Right to subscribe
The right to subscribe for new shares with preferential rights shall apply those registered as shareholders in the company on the record date 4 October 2012.
Subscription of shares shall also be possible without preferential rights. In the event that not all shares are subscribed for with subscription rights the board shall decide on allocation, within the framework of the maximum issue amount, to those who have subscribed without preferential rights according to the following criteria:
- Firstly, shares shall be allocated to those who have also subscribed for shares using subscription rights, regardless of whether or not the subscriber was registered as a shareholder on the record date and – if there is oversubscription – in proportion to the number of subscription rights exercised to subscribe for shares and, to the extent this is not possible, by drawing lots.
- Secondly, shares shall be allocated to those to those who subscribed for shares only without subscription rights and – if there is oversubscription – in proportion to the number of shares each applicant has subscribed for and, to the extent this is not possible, by drawing lots.
- Thirdly and finally, shares shall be allocated to those who guaranteed the issue by agreement with the company, and – if there is oversubscription – in proportion to the number of shares each applicant guaranteed for subscription and, to the extent this is not possible, by drawing lots.
Reduction of the company’s share capital
The EGM endorsed the board’s proposal to reduce the company’s share capital by SEK 27,065,924.5. The reduction shall be implemented without cancellation of shares.
Amendments of the Articles of Association
The EGM endorsed the board’s proposal to change the Articles of Association. The amendment means the share capital limits are changed to not less than SEK 37,500,000 and not more than SEK 150,000,000. The limits of the number of shares are changed to not less than 150,000,000 and not more than 600,000,000. The amendments mean that the quota value is changed from SEK 1.00 to SEK 0.25. The board also decided on some minor editorial changes to the Articles of Association.
Minutes of the EGM will be available on the company's website www.cybercom.se.
Cybercom is required to make this information public as per the Swedish Securities Market Act. The information was submitted for publication on 2 October at 8:30 am.
Stockholm, October 2012
Cybercom Group AB (publ)
Board of Directors
For further information, please contact:
Helena Borglund, general counsel and AGM secretary, Cybercom Group, +46 709 41 22 04
Kristina Cato, communications director and IR manager, Cybercom Group, +46 708 64 47 02
Cybercom is an IT consulting company that assists leading companies and organisations to benefit from the opportunities of the connected world. The company’s areas of expertise span the entire ecosystem of communications services. Cybercom’s domestic market is the Nordic region, and in addition the company offers global delivery capacity for local and international business. Cybercom was founded in 1995 and has been quoted on the NASDAQ OMX Stockholm exchange since 1999.