Investor update: CNG conversion details and share trading

CNG
August 13, 2021

As a CNG holder, you’ll soon have the opportunity to convert your CNG position to Change Group OÜ share units. Before the conversion happens, we’d like to share the ins-and-outs of how the process will work to ensure it’s a smooth and simple process for you.

Let's jump right in.

Disclaimer: Before reading the following, please note that the contents of this blogpost, or any part hereof, is not to be construed as an offer, or solicitation of an offer, for the purchase of any securities issued and/or owned by Change, nor shall the sale or offer of any securities issued and/or owned by Change take place in any jurisdiction where such offer, invitation or sale would be unlawful without the exception or qualification of law, prior to the registration of prospectus or other applicable disclosure document of equivalent effect.

Before the conversion 

Change's share capital increase

We increased Change’s share capital so that the CNG to Change Group share units conversion could occur at a ratio of 1:1. This means 100 CNG would convert into 100 Change Group share units.

Here’s how we did it:

Once our shareholders approved through voting, we increased Change Group’s share capital from €21,995 by approximately 3.6x to €79,184.76. We did this through a bonus issue of shares; we didn’t dilute shareholders in the process.

You may already know that the total supply of CNG is 79,184,115; that’s around 1,000x more if compared to the, now increased, nominal share capital. This is why we’ll apply the same multiplier on the share units issued in the conversion.

Investors familiar with Change Group share units currently trading on Funderbeam know that the same 1,000:€1 nominal share capital multiplier is already used there. Keeping the math and other attributes the same allows us to combine the share units currently trading with the future ones into a unified liquidity pool, i.e. making them fungible.

Time to decide

You’ll see a new confirmation screen in your Change app, accessible from the CNG price screen, at the end of 2021. This screen will be available  just until the conversion takes place, and it will prompt you to read and accept the updated Terms and Conditions of CNG Tokens. You’ll have from the end of September to the end of January 2022 to accept.

To take part in the conversion, you must carefully read and accept these updated terms.

During the conversion

Rounding your CNGs

During the conversion, we’ll round your CNG position down to the nearest ten. We’re doing this because 10 CNG equates to a share unit with a minimum value of €0.01, which is the minimum value we can distribute by law. To convert your CNG to share units, you need at least 100 CNG tokens; any less, and we will round your position to 0 as per the CNG terms.

Take a look at what you’d receive if you had these CNG positions:

  • 107 CNG = 100 share units
  • 312 CNG = 310 share units
  • 98 CNG = 0 share units*

Check out our calculator on the investor page to view your position and see what a conversion would net you today.

*(Outstanding CNG will remain as un-allocated Change Group treasury shares)

After the conversion

Trading your shares

After the conversion, all your share units will be available in the Change app. This means that you, as a fresh and formal shareholder, only need to complete a few formalities in the app to access your share units. These formalities are similar to those you will have completed if you’re trading derivatives through Change. We’ll help you through this process when the time to convert draws nigh.

Once you have these share units in your account, you can start trading with them immediately.

Trading with Change Group share units is offered in partnership with Funderbeam. This means that all the trading happens in the same order book.

If by that time you have already bought Change Group share units on Funderbeam, please note that these two positions will remain separate - we can’t merge the two after the conversion. You’ll continue to trade and hold your positions separately both on Funderbeam and in your Change app.

Key takeaways or TLDR

  • We’ve increased the nominal share capital of Change Group from €21,995 by approximately 3.6x to do a 1:1 conversion from CNG to share units.
  • You can read and accept the updated Terms and Conditions of CNG Tokens from the end of September in your Change app. Required to take part in the conversion.
  • We plan to conclude the conversion at the end of January 2022, but not later than the expiration date of CNG as per terms.
  • We’ll round your CNG positions down to the nearest ten when converting.
  • A share with €1 nominal value represents 1000 share units.
  • Investors who agree to the conversion and hold less than 100 CNG can’t participate in the event, and we will round their position to zero during the conversion.
  • All outstanding CNG will remain as un-allocated Change Group treasury shares.