Basis for exchange:
100 former shares for 1 new share
The Extraordinary General Meeting which was held on 16 December 2010 approved the consolidation of 100 Risc Group shares into one new share and gave all powers to the Board of Directors to implement this decision. During its session of 8 February 2011, the Board of Directors decided that the share consolidation would take place on 3 March 2011, the date when new Risc Group shares will be quoted.
Risc Group would like to remind readers that this share consolidation is designed to allow the Company to achieve a share price which is more in line with market standards, and to reduce the security's intrinsic volatility due to the current share value. This operation will not have any impact on the Company's capital amount, nor on the value of Risc Group's share portfolio held by shareholders.
This operation will be carried out under the following conditions:
- Basis for exchange: exchange of 100 former shares for 1 new share.
- Number of former shares subject to consolidation: 107,904,500 shares with a nominal value of €0.20 each.
- Number of new shares resulting from the consolidation: 1,079,045 shares with a nominal value of €20 each.
As an example, the closing price on 8 February 2010 of €0.25 would correspond to a new price of €25.
As a result, the number of Risc Group securities in circulation will be divided by 100 and will go from 107,904,500 to 1,079,045.
A notice relating to the share consolidation will be published on 16 February 2011 in the Compulsory Legal Announcements Bulletin (Bulletin des Annonces Légales Obligatoires).
Shares subject to the consolidation are quoted on Euronext Paris;
isin code: FR0010542647. Mnemonic code: RSC.
The new ISIN code for the consolidated shares will be announced subsequently via a press release published on the Risc Group website and via a Euronext notice.
The consolidation will take place as an ex officio procedure, with the conversion occurring automatically via FINANCIAL intermediaries for each batch of 100 former shares. Shareholders who do not hold a number of shares equal to a whole number of new shares must take the initiative personally to either buy or sell their fractions of former shares via their financial intermediary, then they must request the exchange of their former shares from:
CACEIS Corporate Trust, 14 rue Rouget de Lisle, 92862 Issy-les-Moulineaux, France.
Unconsolidated shares will be transferred from 4 March 2011 to the sub-fund containing securities removed from Euronext (known as 'CVRMR') and will remain quoted until 3 March 2013.
Once a two-year time period has elapsed since the start of consolidation operations (thus on 4 March 2013), new shares unclaimed by assignees will be sold on the stock market and the net proceeds of the sale will be held at their disposal for ten years on a blocked account opened with CACEIS Corporate Trust. Once the ten-year time period has elapsed, any sums due to assignees will be paid into the Deposit and Consignment Office (Caisse des Dépôts et Consignations) and will remain at their disposal subject to thirty-year prescriptive right exercised in favour of the government.
For more information about the consolidation: www.risc-group.com
Risc Group is a major European operator in outsourced IT services.
The company offers both an interconnected networks infrastructure to the most major operators in IaaS1 mode, and a full range of IT products and services managed in SaaS2 mode. Risc Group therefore gives its customers the best possible products and services in: mobility, backup, network protection, video monitoring, information management, telecommunications and hosted applications. The company has sales and support teams close to its customers in Europe (VSEs, SMEs, Major Accounts and Local Government) in every business sector.
Risc Group is organised around two divisions and an indirect sales channel:
- Risc Group InBox: the VSE & SME division dedicated to companies in France and internationally with between 5 and 100 IT positions,
- Risc Group IT Solutions: the Medium and Large Companies division in France dedicated to companies with over 100 IT positions (formerly Ornis and Backup Avenue),
- Risc Group Business Partners: Risc Group's indirect sales channel in France (formerly monDSI).
Listed on Euronext Paris (Compartment C), Risc Group is a public limited company (société anonyme) with share capital of € 21 ,471,89040 . In its last 12-month fiscal period ended 30 June 2010, the Group in all recorded a €7.5m operating loss from consolidated revenues of €64.8m. Risc Group and its 296 staff have 16 offices in six countries: France, Germany, Belgium, Spain, Switzerland and the UK.
1: IaaS: Infrastructure as a Service
2: SaaS: Software as a Service
ISIN code: FR0010542647 | MNEMO code: RSC | Website: www.risc-group.com
