STOCKHOLM, Sweden, Jan. 11, 2002 (PRIMEZONE) -- Decision on new warrants program Cyber Com Consulting Group Scandinavia AB (publ.) held an Extraordinary General Meeting on Friday 11 January 2002. The Extraordinary General Meeting approved the proposals presented by the Board in the notice convening the Meeting.
Decision on Subordinated Debentures with Detachable Warrants (point 6) This primarily involves the company preparing new subordinated debentures at a maximum nominal amount of SEK 10,000, through an issue of subordinated debentures with a maximum of 500,000 detachable warrants for subscription to new shares. The subordinated debenture has a annual interest rate of 5 % and is due for payment on demand. The issue price of the subordinated debenture shall be SEK 3,205,000 which is 100 per cent of the subordinated debenture's nominal amount plus a premium corresponding to the estimated market value of the Detachable Warrants.
Preferential rights to subscribe for the subordinated debenture with detachable warrants will be allocated to wholly-owned subsidiary Cyber Com Consulting Uppsala AB. Each warrant is immediately detachable from the subordinated debenture and entitles right to subscribe for 1 share in the company, each with a nominal value of SEK 1, implying that the share capital, upon full utilization, may increase by a maximum of SEK 500,000. The dilution effect on full utilization corresponds to approx. 5.7 per cent of the capital and votes. If outstanding detachable warrants in the company is taken into account the dilution effect, upon full utilization, corresponds to approx. 5.3 per cent of the capital and votes. For each share subscribed for, 130 per cent of the average of the share's closing price paid according to OM Stockholmsborsen AB's official share price list on each day during the period 27 December 2001 - 10 January 2002 inclusive shall be paid. However, this amount shall not be lower than the share's nominal amount. The calculation of the subscription price shall be made by Ohrlings PriceWaterhouseCoopers. The period for new subscription shall be 1 February 2004 - 4 March 2004 inclusive.
The General Meeting also approved that the subsidiary company Cyber Com Consulting Uppsala AB transferring the warrants to employees of the Cyber Com Group in accordance with the companys instructions. Employees of the Cyber Com Group who hold warrants that were issued during the autumn of 2000 will be given the opportunity to purchase an equivalent number of warrants. External Board members, senior executives and key personnel will be offered the opportunity to acquire a maximum of 20,000 warrants per person. Other employees can be offered a maximum of 5,000 warrants per person.
The reason for waiving the preferential rights of shareholders, it that it is crucial for the company to be able to attract and maintain qualified personnel. A personal and long-term ownership commitment among employees may be expected to act as a stimulus for increased interest in the operation and strengthen the bond between the Group and the employees. Bearing in mind prevailing market conditions, the existing option scheme, with a subscription period falling during the autumn of 2002, no longer fulfils its function. The Board of Directors therefore considers it important that participants in this scheme should be given a new opportunity to become shareholders in the company.
Employees of the Cyber Com Group who hold warrants that were issues during the autumn of 2000 will be given the opportunity to purchase an equivalent number of warrants at no cost. The employer's contributions incurred as a result of this measure will be paid by the Cyber Com Consulting Group Scandinavia AB (publ) Group. Other employees who are entitled to subscribe for shares will purchase warrants at their market value. The market value will be calculated by Ohrlings PricewaterhouseCoopers pursuant to the Black & Scholes' valuation model for options.
CYBER COM CONSULTING GROUP SCANDINAVIA AB (publ.) The Board of Directors For further information, please contact Gunilla Sten CFO, +46 (0)8 578 646 00
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