MARKHAM, ONTARIO, November 3, 2021 – Sangoma Technologies Corporation (“Sangoma” or the “Company”) (TSX: STC), a trusted leader in delivering cloud-based Communications-as-a-Service (“CaaS”) solutions, is pleased to announce that, as previously authorized by its shareholders, the Company is implementing a consolidation (reverse stock split) of its outstanding Common Shares on the basis of one new Common Share for every seven currently outstanding Common Shares (the “Consolidation Ratio”).
The Consolidation Ratio was determined by Sangoma’s board of directors in accordance with the parameters authorized by the Company’s shareholders at the special meeting of shareholders held on September 23, 2021. The consolidation took effect on November 2, 2021 and the Common Shares are expected to commence trading on the Toronto Stock Exchange on a post-consolidation basis beginning at the open of markets on November 8, 2021. Immediately prior to the consolidation there were 133,151,508 Common Shares issued and outstanding, and it is expected that there will be 19,021,614 Common Shares issued and outstanding following the consolidation, subject to rounding for any fractional shares. Assuming the issuance of the Common Shares comprising the Deferred Consideration and the Indemnification Holdback Amount in accordance with the Stock Purchase Agreement relating to the acquisition of StarBlue Inc., as amended by the Consolidation Ratio, it is expected that there will be 31,717,214 Common Shares issued and outstanding, subject to rounding for any fractional shares. No fractional shares will be issued as a result of the share consolidation and, in the case of a fractional interest, the number of post-consolidation shares to be received by a shareholder will be rounded down to the nearest whole number of shares that such holder would otherwise be entitled to receive upon the implementation of the share consolidation. By way of example, if a shareholder held 100 pre-consolidation Common Shares, the shareholder will hold 14 Common Shares on a post-consolidation basis.
Registered shareholders holding share certificates will be mailed a letter of transmittal advising of the share consolidation and instructing them to surrender their share certificates representing pre-consolidation Common Shares for replacement certificates or a direct registration advice representing their post-consolidation Common Shares. Until surrendered for exchange, following the effective date of the consolidation, which was November 2, 2021, each share certificate formerly representing pre-consolidation Common Shares will be deemed to represent the number of whole post-consolidation Common Shares to which the holder is entitled as a result of the consolidation.
Holders of Common Shares who hold uncertificated shares (that is Common Shares held in book-entry form and not represented by a physical share certificate), either as registered holders or beneficial owners, will have their existing book-entry account(s) electronically adjusted by Sangoma’s transfer agent or, for beneficial shareholders, by their brokerage firms, banks, trusts or other nominees that hold in street name for their benefit. Such holders do not need to take any additional actions to exchange their pre-consolidation Common Shares for post-consolidation Common Shares. If you hold your Common Shares with such a bank, broker or other nominee, and if you have questions in this regard, you are encouraged to contact your nominee.