Spectra7 Microsystems Inc. (“Spectra7” or the “Company“), announces that board of directors of the Company has approved a consolidation of the Company’s issued and outstanding common shares on the basis one new common share for every 50 existing common shares (the “Consolidation“).
As a result of the Consolidation, the 1,056,538,784 common shares issued and outstanding prior to the Consolidation will be reduced to approximately 21,130,775 common shares. Each shareholder’s percentage ownership in the Company and proportional voting power remains unchanged after the Consolidation, except for minor changes and adjustments resulting from the treatment of any fractional common shares.
The Company will not be issuing fractional post-Consolidation common shares. Where the Consolidation would otherwise result in a shareholder being entitled to a fractional common shares, the number of post-Consolidation common shares issued to such shareholder shall be rounded to the nearest whole number of post-Consolidation common shares.
Shareholder approval of the Consolidation was obtained at the Company’s annual and special meeting of shareholders held on June 18, 2021. In connection with the Consolidation, the Company expects to send letters of transmittal to registered holders of its common shares for use in transmitting their existing share certificates (“Existing Certificates“) to the Company’s registrar and transfer agent, Computershare Trust Company of Canada, in exchange for new certificates (“New Certificates“) representing the number of post-Consolidation common shares to which such shareholder is entitled as a result of the Consolidation. No delivery of a New Certificate to a shareholder will be made until the shareholder has surrendered its Existing Certificates. Until surrendered, each Existing Certificate shall be deemed for all purposes to represent the number of post-Consolidation common shares to which the holder is entitled as a result of the Consolidation.
The Consolidation is subject to the approval of the TSX Venture Exchange. The Company expects the Consolidation to be effective and the trading of the common shares of the Company reflecting the Consolidation to commence on or about August 6, 2021.
Spectra7 also announces that it has filed articles of continuance to continue its corporate existence from the Canada Business Corporation Act to the Ontario Business Corporation Act (the “Continuation“). Shareholders approved the Continuation at the Company’s annual and special meeting of shareholders on June 18, 2021. The Continuation is being completed as management believes that Ontario’s recent removal of director residency requirements will give the Company the best opportunity to attract and retain the most suitable candidates to serve on its board regardless of their jurisdiction of residence.