27 September 2016, 5:45 pm
A - implementation of the reverse stock split of the eckert & ziegler bebig sa shares and beneficiary shares
The board of directors of Eckert & Ziegler BEBIG SA has decided to implement the reverse stock split of the shares and beneficiary shares (Class A and Class B) of Eckert & Ziegler BEBIG SA, in accordance with the resolution passed by the extraordinary shareholders' meeting held on 9 June 2016, with a ratio of one new share/beneficiary share (ISIN BE0974300320) for ten existing shares/beneficiary shares (ISIN BE0003689032). It will take effect on 10 November 2016.
The reverse stock split is in line with Eckert & Ziegler's wish to rationalise the number of shares and beneficiary shares in circulation to take account the price evolution observed over recent years, and the low level at which the price currently stands (EUR 0,75 on 27 September 2016 at 9:07).
Indeed, the transaction should amongst other things enable to limit the price volatility, since the very low unit level necessarily results in excessive volatility and to restore a more appropriate proportional relationship between the price of the share and the lump sum fees that are being applied by financial institutions for the holding, managing, transfer and sale of shares.
Modalities of the reverse stock split
The reverse stock split relates to all existing shares and beneficiary shares (Class A and Class B) of Eckert & Ziegler BEBIG SA and will be implemented under the same terms for all holders of securities.
|Situation before the reverse stock split||Situation after the reverse stock split|
Number of outstanding shares
Number of outstanding beneficiary shares A
|Number of outstanding beneficiary shares B||25,000||2,500|
The Record Date, i.e., the date on which, after closing of trading on Euronext Brussels, positions are recorded in order to identify the amount of securities subject to the reverse stock split, is 9 November 2016.
Distribution of new securities
The distribution of the new securities is due to take place on 10 November 2016 (Payment date), i.e. the day following the record date.
Impact on the nature of the shares
The reverse stock split will not affect the form of the shares and beneficiary shares (dematerialized or registered). The registered and dematerialized shares and beneficiary shares will be processed separately within the framework of the reverse stock split. Thus, any shareholder who might hold registered shares and dematerialized shares may, before 10 November 2016, convert all or some of their securities so as to hold them all in one and the same form.
Fractions of shares (odd lots)
The reverse stock split might give rise to the appearance of odd lots if a shareholder does not hold a number of existing shares which corresponds to a multiple of ten. In this case, the number of new shares held by that shareholder will be rounded down to the lower whole number.
Any fractions of shares which might appear shall be consolidated by Euroclear Belgium, which will be responsible for selling the new shares resulting from the consolidation of odd lots to Eckert & Ziegler EZAG at a price equal to the average trading price 30 days prior the date of the effective reverse stock split date.
So any shareholder who does not hold a number of shares corresponding to a multiple of ten may, if he wishes:
· before the reverse stock split, opt to purchase or sell existing shares, so as to obtain a number which is a multiple of ten and thus avoid the appearance of odd lots on the reverse stock split date, on 10 November 2016. Such sale or purchase of shares will be open for a period starting today (27 September 2016) and ending on 4 November 2016 at the closing of Euronext Brussels. Eckert & Ziegler invites its shareholders to obtain information from their bank as to the deadlines for execution and any transaction costs applicable to any share purchase or sale transaction;
· do nothing and be allocated, a compensation corresponding to the value of the fractions of shares in their possession at a price equal to the average trading price 30 days prior the date of the effective reverse stock split date.
The shareholder will be allocated a cash compensation corresponding to the odd lots held, without additional charges, prorata to the net proceeds of the sale of the odd lots which will have been sold to Eckert & Ziegler EZAG.
Amendment of article 5 of the articles of association and exchange of shares
The distribution of the new shares is due to take place on 10 November 2016 (Payment date), i.e. the day following the record date.
An extraordinary general shareholders' meeting is convened on 10 November 2016 to amend article 5 of the articles of association to refer to the new number of shares and beneficiary shares. On that date, the new shares will be released to the financial institutions. The exchange of shares and beneficiary shares will take place automatically (i) in the register of shareholders for the holders of registered shares and in the register of beneficiary shares for the holders of beneficiary shares and (ii) on the securities account for the holders of dematerialized shares, without shareholders or holders of beneficiary shares being obliged to take any steps whatsoever.
Determination of the Compensation for fractions of shares
As from Payment Date, any fractions of shares which might appear will be consolidated by Euroclear Belgium. The consolidation of odd lots will be made during the week of 14 November 2016. Euroclear Belgium will be responsible for selling the new shares resulting from the consolidation of odd lots to Eckert & Ziegler EZAG at a price equal to the average trading price of the 30 days prior the date of the effective reverse stock split date. The distribution of the new shares resulting from the consolidation of odd lots to Eckert & Ziegler EZAG shall take place on 21 November.
The net proceeds of the sale will be divided between the holders of odd lots prorata , without additional charges.
Payment of the compensation for the left over
The holders of dematerialised shares will receive payment of the compensation for odd lots to the bank account linked to their securities account, without having to do anything. This payment will be made during the week of 21 November 2016.
The holders of registered shares will receive a letter inviting them to confirm their bank details. Shareholders whose details will be known by Euroclear Belgium will receive payment of the compensation for odd lots to the account in question.
Shareholders for which Euroclear Belgium does not hold bank details must send those details to firstname.lastname@example.org in order to obtain payment of the compensation. Sums which might not be paid to registered shareholders for which Euroclear Belgium does not hold bank details will be retained on a bank account opened for that purpose.
Admission to the trading of the new shares and beneficiary shares does not require the publication of a prospectus, under Article 18, §2, b) of the Law of 16 June 2006 on public offers of investment instruments and on the admission of investment instruments to trading on regulated markets. As a consequence, no prospectus has been submitted to the FSMA and none will be published in the framework of this reverse stock split.
B - merger by acquisition of the company brachysolutions sprl
Further to the acquisition by Eckert & Ziegler BEBIG SA on 26 August 2016 of 100% of the shares of BrachySolutions SPRL, it is now proposed to the general meeting of shareholders that is convened on 10 November 2016 to approve the short-form merger by acquisition of BrachySolutions SPRL accordance with article 676, 1° and article 719 of the Belgian Company Code and as a result of which the entire share capital, all assets and liabilities, of BrachySolutions SPRL will be transferred by virtue of law to Eckert & Ziegler BEBIG SA.
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Last updated on: 28/09/2016
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