Funcom SE (“Funcom” or the “Company”) hereby confirms that the relocation of Funcom from the Netherlands to Norway has now been completed. Following issuance of the certificate by the Dutch Civil-Law Notary confirming that the conditions for transfer of the Company’s registered office from the Netherlands to Norway were satisfied, the Company has today been registered in the Norwegian Register of Business Enterprises.
As from today, the Company’s registered office is Kirkegata 15, 0153 Oslo, Norway. The Company’s new registration number from the Norwegian Register of Business Enterprises is 925 209 171.
The Company will also have a new ISIN number for the Funcom shares which will be effective from start of trading on Oslo Børs on Monday 6 July 2020. The new ISIN number is: NO 0010887029.
As a result of the completed relocation, the Company’s shareholder register has been transferred from the Netherlands to the Norwegian Central Securities Depository (Norwegian: Verdipapirsentralen) (“VPS”) and the beneficial interest in the Company’s shares is now reflected directly in the VPS. Norwegian shareholders are not allowed to register their shares in the VPS in Norwegian companies through a nominee and should in case transfer their shares to a VPS account of such shareholder.
The Company’s share capital is EUR 16,269,230.80, divided into 81,346,154 shares, each with a nominal value of EUR 0.20. The Company remains the same legal person having the form of a SE-company after the relocation and the Company name will continue to be Funcom SE.
As a consequence of the transfer of registered office from the Netherlands to Norway, the Company’s home member state pursuant to the Norwegian Securities Trading Act (the “NSTA”) section 5-4 will be Norway with effect from today.
The Norwegian Financial Supervisory Authority (Norwegian: Finanstilsynet) will be the competent authority with respect to supervision of the Company’s financial reporting.
The Norwegian reporting obligations for shareholders with major shareholdings and equivalents rights that applies under the NSTA section 4-3 when shareholders reach, exceed or fall below 5 %, 10 %, 15 %, 20 %, 25 %, 1/3, 50 %, 2/3 and 90 % of the share capital of the Company, apply with effect from today.
The Norwegian mandatory offer rules contained in Chapter 6 of the NSTA, including the mandatory offer threshold of 1/3, and the repeated mandatory offer obligations of 40 % and 50 % respectively, as set out in section 6-1 and 6-6 of the NSTA, will also apply with effect from today.
The Norwegian rules on compulsory acquisition / squeeze-out as set out in the Norwegian Public Limited Liability Companies Act and the NSTA will also apply with effect from today, after which a shareholder who, directly or through subsidiaries, owns shares representing more than 90 % or more of the total number of issued shares in a Norwegian public limited company, as well as 90 % or more of the total voting rights, has a right, and each remaining minority shareholder of the company has a right to require such majority shareholder, to effect a compulsory acquisition for cash of the shares not already owned by such majority shareholder.
For further information, please contact us by email at: [email protected]
Oslo, Norway, 3 July 2020
This information is subject to the disclosure requirements acc. to §5-12 of vphl (Norwegian Securities Trading Act)