UNIQUE BROADBAND SYSTEMS, INC. (“UBS.H-V;UBSBF-0”) – Matters To Be Approved At Its 2017 Annual And Special Meeting
Unique Broadband Systems, Inc. (“UBS” or the “Company”) announced the special business that will be put forward for approval by its holders (“Shareholders”) of common shares (“Common Shares”) at its annual and special meeting scheduled to be held on February 28, 2017 (the “Meeting”).
Consolidation and Share Split
The Company currently has outstanding 153,144,590 Common Shares and approximately 11,000 Shareholders. Based on recent data, approximately 2 million Common Shares, or 1.3% of the Common Shares, are held by more than
6,300 Shareholder accounts with current holdings of fewer than 1,000 Common Shares, which constitutes a board lot based on the current share price.
Shareholders with odd-lot holdings have had no cost-effective option to dispose of their Common Shares. The consolidation proposal provides a liquidity option for small Shareholders on terms which are in line with market trading prices without payment of brokerage fees that in most cases would be more than their sale proceeds.
Further, as a reporting issuer, the Company is required to disseminate to registered and beneficial Shareholders annual statements and associated continuous disclosure materials. In the case of these small Shareholders, the administrative cost of providing such services represents a disproportionately large percentage of and, in many cases, exceeds the total value of their investment. The Company spends a significant amount of money each year printing and mailing materials required by statute, such as annual reports and information circulars, to these small Shareholders and serving their accounts through the Company’s registrar and transfer agent.
The effect of the proposed consolidation (the “Consolidation”) will be to substantially reduce administrative costs associated with maintaining a large Shareholder base with an excessive number of odd-lot Shareholders.
The basis of the Consolidation will be one (1) post-Consolidation Common Share for each one thousand (1,000) pre-Consolidation Common Shares.
Any holder of less than one (1) post-Consolidation Common Share will cease to hold Common Shares and will be entitled to be paid cash consideration equal to that number of pre-Consolidation Common Shares held by the holder multiplied by $0.0075.
Immediately following the Consolidation, the remaining Common Shares will be split (the “Split”) on the basis of one hundred (100) post-Split Common Shares for each one (1) post-Consolidation Common Share. Fractions will be rounded to the nearest whole number on the split.
At the Meeting, Shareholders will also be asked to change the name of the Corporation to Kure Technologies, Inc. (the “Name Change”).
Shareholder and Regulatory Approvals
The Consolidation and Split will require the approval of at least
66-2/3 of the votes cast at the Meeting by Shareholders voting on the resolutions to effect the Consolidation and Split. The same level of Shareholder approval will be required for the Name Change.
The NEX has approved the Consolidation, Split and Name Change, subject to completion of required filings and the approval of Shareholders.
The contemplated effective date for the Consolidation, Split and Name Change, subject to receiving required approvals, is on or about March 16, 2017, unless otherwise changed by the Company’s board in its discretion.
About Unique Broadband Systems, Inc.
UBS’ shares are listed on the NEX under the symbol “UBS.H”. More information on UBS can be found at www.sedar.com.
The corporate information contained in this release includes forward-looking statements regarding future events and the future performance of UBS that involve risks and uncertainties that could cause actual results to differ materially. Assumptions used in the preparation of such information, although considered reasonable by UBS at the time of preparation, may prove to be incorrect. The actual results achieved may vary from the information provided herein and the variations may be material. Consequently, there is no representation by UBS that actual results achieved will be the same in whole or in part as those forecast.
Neither the NEX nor its Regulation Services Provider (as that term is defined in the policies of the NEX) accepts responsibility for the adequacy or accuracy of this release.
Daniel S. Marks
Interim Chief Executive Officer
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