In light of the ongoing COVID-19 pandemic and to proactively deal with this unprecedented public health impact, the Meeting is scheduled to be held as a virtual-only meeting conducted by live audio webcast at https://meetnow.global/MZTQ6WD. The virtual Meeting will be accessible online starting at
Sangoma welcomes all registered shareholders and duly appointed proxyholders who wish to participate in the online Meeting to do so by joining the live webcast available at https://meetnow.global/MZTQ6WD. As usual, only registered shareholders and duly appointed proxyholders will be allowed to vote and intervene during the live Meeting. Unregistered shareholders and guests will be able to attend the online Meeting via the live webcast available at the same link.
At the Meeting, shareholders will be asked to approve a special resolution to authorize Sangoma’s board of directors (the “Board”) to effect a consolidation (the “Consolidation”) of its common shares (the “Common Shares”) based on a consolidation ratio within the range of one (1) post-consolidation share for every two (2) to twenty (20) pre-consolidation shares (the “Consolidation Resolution”). The details of the proposed Consolidation are included in a management information circular (the “Circular”) which is being mailed to shareholders in compliance with applicable laws. The Circular is available under Sangoma’s profile on SEDAR at www.sedar.com and Sangoma’s website at www.sangoma.com under Investor Relations. Sangoma encourages shareholders to vote and submit their proxies prior to the Meeting.
As of the Record Date, Sangoma had 133,151,508 Common Shares issued and outstanding. Following the completion of the proposed Consolidation, the number of Common Shares issued and outstanding will depend on the ratio selected by the Board. The following table sets out the applicable number of Common Shares that would be outstanding as a result of the Consolidation at the ratios stated below.
Selected Proposed Consolidation Ratios | Approximate Number of Outstanding Common Shares (Post Consolidation) | ||
1 for 2 | 66,575,754 | ||
1 for 5 | 26,630,301 | ||
1 for 10 | 13,315,150 | ||
1 for 15 | 8,876,767 | ||
1 for 20 | 6,657,575 |
The ratios above are for informational purposes only and are not indicative of the actual ratio that may be adopted by the Board to effect the Consolidation. The exact number of Common Shares outstanding after the Consolidation will vary based on the actual Consolidation ratio, elimination of fractional shares, and certain other factors.
Background for Share Consolidation
Sangoma’s management team has been studying the potential benefits of an additional listing of the Common Shares on a
- a significantly larger pool of available capital;
- a greater average daily trading volume;
- a greater number of
U.S. retail and institutional investors; and - a potential increase in market valuation.
In addition, pursuant to a covenant given by Sangoma to
Sangoma must satisfy a variety of requirements to be accepted for listing on certain
Sangoma is not expected to change its name or trading symbol in conjunction with the Consolidation. All outstanding convertible securities such as stock options will also be proportionally adjusted on exercise as a result of the Consolidation, if approved and implemented.
Any authority of the Board to consolidate the Common Shares is conditional upon the prior approval of Sangoma’s shareholders by special resolution and the
The Circular contains additional details with respect to the proposed Consolidation and effecting the Consolidation.
About
Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking statements including the approval of the Consolidation and the ultimate consolidation ratio selected, Sangoma’s intention and ability to list on a major
Although Sangoma believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date that the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in forward-looking statements. Such risks and uncertainties include, but are not limited to, the outcome of our ongoing investigation into the cyber attack, costs related to our investigation and any resulting liabilities, our ability to recover any proceeds under our insurance policies, and costs related to and the effectiveness of our mitigation and remediation efforts. Sangoma undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by law.
Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other events contemplated by the forward-looking statements will not occur. Although Sangoma believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct as these expectations are inherently subject to business, economic and competitive uncertainties and contingencies. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements contained in its management's discussion and analysis, annual information form and the Circular (each available on www.sedar.com) include, but are not limited to risks and uncertainties associated with receipt of listing approval by a
Neither the
Contacts
Chief Financial Officer
(905) 474-1990 Ext. 4107
dsmoore@sangoma.com
www.sangoma.com
Source:
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