15 April 2008 р.
Reverse stock split in IFS
Reverse stock split in IFS, information concerning the determination of the record day and trading days for old and new shares, and a new share issue.
Reverse stock split
The Annual General Meeting (AGM) of stockholders in Industrial and Financial Systems, IFS AB (publ), (“IFS”), resolved on April 3, 2008 to implement a reverse stock split of 1:10, as a result of which 10 shares of each series (A and B) will be converted to 1 share of the same series. The AGM also authorized the board of directors of IFS to determine the record day for the reverse stock split.
On April 14, 2008, the board resolved that:
- The record day for the reverse split shall be Tuesday, May 6, 2008.
- The final day for trading in IFS stock before the reverse split shall be Wednesday, April 30, 2008
- The first day on which IFS stock will be traded after the reverse split shall be Friday, May 2, 2008.
In connection with the reverse stock split, stockholdings of Series A and Series B shares that are evenly divisible by 10 will be converted to new shares of the same series. The portion of a stockholding that is not divisible by 10 (so-called residual shares) will automatically revert to the company. The residual shares will be combined and converted to new shares, and subsequently sold. The proceeds of the sale will be distributed among the owners of the residual shares at the time the shares reverted to the company.
The stock register maintained by VPC AB will automatically be changed for the stockholders involved. For stockholders whose shares are deposited with trustees, the reverse stock split will be managed in accordance with the respective trustee’s procedures. No fees or brokerage charges will be paid in connection with the sale of residual shares. Any tax-related capital gains or losses shall be taken up in next year’s tax returns.
Articles of association
The resolution to implement a reverse stock split entails an amendment to § 5 of the articles of association such that the number of shares in the company shall amount to a minimum of 7,000,000 and a maximum of 28,000,000. Furthermore, §11 of the articles of association shall be amended such that a maximum of 28,000,000 shares can be issued in each series.
New share issue
The AGM held on April 3, 2008, resolved to authorize the board to implement a new share issue of not more than nine (9) Series A shares and not more than nine (9) Series B shares. The purpose of the authorization was to enable the number of shares in each series to be evenly divided by 10.
On April 14, 2008, the board resolved to increase the capital stock in the company by SKr 10 by issuing two (2) Series A shares and three (3) Series B shares at a subscription price of SKr 6.10 per share. The newly issued shares, with deviation from the preferential rights of stockholders, have been subscribed for by an employee at the company’s headquarters in Linköping, Sweden.
IFS (OMX STO: IFS), the global enterprise applications company, provides ERP solutions which enable organizations to respond quickly to market changes. The solutions allow resources to be used in a more agile way to achieve better business performance and competitive advantage.Founded in 1983, IFS has 2,600 employees worldwide. With IFS Applications™, now in its seventh generation, IFS has pioneered component-based ERP software. The component architecture provides solutions that are easier to implement, run and upgrade. IFS Applications is available in 54 countries in 22 languages.IFS has over 600,000 users across seven key vertical sectors: aerospace & defense; automotive; manufacturing; process industries; construction, contracting & service management; retail & wholesale distribution and utilities & telecom. IFS Applications provide extended ERP functionality, including CRM, SCM, PLM, CPM, enterprise asset management, and MRO capabilities.