STOCKHOLM, Sweden, March 1, 2002 (PRIMEZONE) -- The shareholders of Cyber Com Consulting Group Scandinavia AB (publ) are hereby given notice to attend an Extraordinary General Meeting of the Company to be held on 18 March 2002 at 4pm at the Company's offices situated on Norrmalmstorg 16, Stockholm.
Entitlement to Participate and Notice of Participation
In order to participate at the General Meeting, shareholders must be registered in the share register maintained by VPC AB not later than ten days prior to the meeting and must notify the Company of their intention to attend the meeting, together with any assistants, not later than 4pm on 13 March 2002, to the following address: Cyber Com Consulting Group Scandinavia AB, Box 7574, 103 93, Stockholm, or by fax to +46 8-578 646 10, or by e-mail to info@cybercom.se. The notice should state the name, personal ID number or organisation number, address and telephone number of the notifying party.
Nominee-Registered Shares
In order to be entitled to participate at the meeting, shareholders whose shares are nominee-registered through a bank's notary department or other nominee must temporarily register the shares in their own name at VPC AB in ample time prior to 8 March 2002.
Proposed agenda
1. Election of a chairman for the meeting.
2. Preparation and approval of the voting register.
3. Approval of the agenda.
4. Election of one or two persons to attest the minutes.
5. Determination whether the meeting has been duly convened.
6. The Board of Directors' proposed resolution regarding approval
of an agreement to acquire all shares in Stratum Project
Management Limited (hereinafter "Stratum") and agreements
regarding an exchange of call options issued by Stratum for
warrants issued by Cyber Com. See the proposal below.
7. The Board of Directors' proposed resolution to increase the
share capital through a non-cash issue. See the proposal below.
8. The Board of Directors' proposed resolution to raise two
subordinated loans through a direct placement of subordinated
debentures with detachable warrants. See the proposal below.
9. The Board of Directors' proposed resolution regarding approval
of a transfer of warrants. See the proposal the below.
10. The Board of Directors' proposal for authorisation for the Board
of Directors, or a person appointed by the Board of Directors,
to effect such minor adjustments to the resolutions adopted by
the General Meeting as may be required in conjunction with
registration of the resolutions.
11. Closure of the meeting.
The Board of Directors' proposed resolution regarding approval of agreements, etc. (item 6 above)
The Board of Directors proposes that the General Meeting resolve to approve the contract and agreements set forth below, provided that the proposals under items 7-10 in the proposed agenda are also adopted by the General Meeting.
1. Cyber Com has entered into an agreement with the shareholders of
the English company, Stratum Project Management Limited
(hereinafter "Stratum") to acquire all shares in Stratum.
According to this agreement, Cyber Com shall pay a purchase price
for the shares that consists of a fixed element of approx.
GBP 2.8 million and a supplemental purchase price. The
supplemental purchase price shall be based on Stratum's results
and sales during the years 2002-2004. It is intended that the
acquisition be partly financed through new issues of Cyber Com
shares and the issuance of debentures to the sellers.
2. In conjunction with the agreement to acquire all shares in
Stratum, Cyber Com has also privately reached agreements with
Stratum's employees and other holders of call options to purchase
shares in Stratum, to exchange these options for warrants to
subscribe for new shares in Cyber Com. Provided that the
acquisition of shares as intended in paragraph 1 is completed,
the agreements entail that holders of call options will, through
Deeds of Waiver, each waive their rights under the options in
exchange for payment in cash of approx. GBP 3,000 plus warrants
to subscribe for new shares in Cyber Com. It is anticipated that
the call option holders will receive 0.33-0.46 warrants in Cyber
Com for each option to purchase shares in Stratum.
The Board of Directors' Proposal Regarding a Non-Cash Issue (item 7)
The Board of Directors proposes that the General Meeting adopt a resolution to increase the Company's share capital through a new issue of 267,224 shares, each with a nominal value of one krona. Pre-emption rights to subscribe for the shares shall vest only in the shareholders of Stratum, who shall be entitled and obligated to make payment for the new shares through the contribution of all shares in Stratum. The new shares shall be issued at a price of SEK 34.61. Subscription and payment shall take place not later than 30 April 2002. Over-subscription shall not be possible. In the event of full subscription, upon full exercise of already issued warrants the new shares will result in a dilution of approx. 2.7% of the share capital and voting capital. The new shares are intended to constitute part of the purchase price for the shares in Stratum.
The Board of Directors' proposed resolution regarding the raising of a subordinated loan through a directed placement of subordinated debentures with detachable warrants (item 8)
The Board of Directors proposes that the General Meeting adopt a resolution to raise two subordinated loans, each with a face value of one krona, through the issuance of two subordinated debentures, each with 162,483 immediately detachable warrants. The subordinated debentures shall bear no interest and shall mature on 30 September 2002. The debenture issue price shall equal 100 percent of the face value. By way of deviation from the shareholders' pre-emption rights, a right of priority to subscribe for the debentures shall vest solely in the wholly- owned subsidiary, Cyber Com Consulting Uppsala AB. Each warrant shall entitle the holder to subscribe for one share in the Company with a nominal value of one krona. Accordingly, in the event of full exercise, the share capital may increase by SEK 324,966. The dilution effect following full exercise of already issued warrants and the currently proposed non-cash issue equals approx. 3.2 percent of the share capital and voting capital. Payment in the amount of SEK 33.50 shall be made for each subscribed share. The subscription period for new shares shall, insofar as such relates to the warrants attached to one of the subordinated debentures, extend from 1 July 2003 up to and including 31 August 2003 and, with respect to the warrants attached to the second subordinated debenture, from 1 January 2005 up to and including 28 February 2005.
The reason for the deviation from shareholders' pre-emption rights is that it is desirable that Cyber Com become sole owner of all shares in Stratum. Since there are a number of outstanding options to acquire shares in Stratum, Cyber Com has chosen to compensate the holders of the options in Stratum for waiving their rights thereunder. The holders of the options have preferred compensation primarily in the form of warrants rather than a pure cash compensation, which also constitutes a financially more advantageous form of payment from Cyber Com's perspective.
The Board of Directors' Proposed Resolution Regarding Approval of the Assignment of Warrants (item 9)
The Board of Directors proposes that the Shareholders' Meeting adopt a resolution pursuant to which, following the acquisition of all shares in Stratum by Cyber Com, Cyber Com Consulting Uppsala AB shall assign the warrants acquired by Cyber Com Consulting Uppsala AB in accordance with the above-stated issue of subordinated debentures to persons currently holding options to acquire shares in Stratum, in performance of the agreements that the Board of Directors has proposed be adopted by the meeting of the company in accordance with the above. It is intended that the option holders shall each receive both a cash amount of approx. GBP 3,000 and 0.33-0.46 warrants to subscribe for new shares in Cyber Com in exchange for each option to subscribe for shares in Stratum. In total, 18 persons are affected and each of them will receive not less than 1,346 and not more than 115,526 warrants. One half of the warrants held by each party shall allow for subscription during the period commencing 1 July 2003 up to and including 31 August 2003, and the second half shall allow for subscription during the period commencing 1 January 2005 up to and including 28 February 2005.
Other Information
The Board of Directors' complete proposed resolutions and the documents prescribed in Chapter 4, section 4 and Chapter 4, section 6 of the Swedish Companies Act, as well as Chapter 5, section 3 and Chapter 4, section 4 of the same Act, shall be held available for the shareholders at Cyber Com's offices situated on Norrmalmstorg 16, Stockholm, commencing Monday 11 March 2002. Copies of the documents will also be sent to such shareholders as request the same and state their postal address.
Resolutions adopted by the General Meeting under items 8 and 9 shall only be valid where supported by shareholders with at least a 2/3 majority of the votes cast and shares represented at the meeting (item 8) and at least a 9/10 majority of the votes cast and shares represented at the meeting (item 9).
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