Important information 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 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 First North Growth Market
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 First North Growth Market. 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
fredric@spectrumone.com
Certified Adviser:
Mangold Fondkommission AB (556585-1267)
Box 55 691 102 15 Stockholm
Telefon: +46 8 503 015 50
ca@mangold.se
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.