Disclaimer: Before reading the following, please note that the contents of this blog post, 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. No sale or offer of any securities issued and/or owned by Change will 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 a prospectus or another applicable disclosure document of equivalent effect.
In March last year we were thrilled to announce the long-awaited start of conversion of CNG tokens to Change Group shares or share units.This has brought additional transparency to the ownership structure of Change Group in the eyes of external stakeholders. Now, it's essential for us to advance our efforts and ensure Change is positioned to remain fully compliant with all known future regulatory requirements that are expected to come into effect - most notably, the Markets in Crypto-Assets, or the so-called MiCA regulation.
For that purpose we are announcing (mandatory) CNG token conversion and transition of trading facility from Change app to Funderbeam platform. Suspending trading with CNG tokens immediately in the app is necessary to ensure smooth conversion, reconciliation and settlement process.
All eligible CNG tokens will be converted into shares or share units of Change Group AS by Feb 2024, and trading liquidity will consolidate on a single licensed exchange, Funderbeam. All the trading will be denominated in euros then.
- Before the Conversion
- Conversion Timeline
- Share Capital of Change Group AS
- During the Conversion
- CNG Rounding Procedure
- Post Conversion
- Process for Receiving Shares
- Share Trading on Funderbeam
Prior to conversion, it's important for holders to once again study the latest version of CNG terms.
Starting November 13th, a new feature will be added to the Change app, accessible via the CNG price screen. This will guide users on converting CNG tokens into Change Group AS shares or share units until the final conversion date.
Note: CNG trading will halt on November 13th. CNG tokens will lose all their value by February 29th, 2024. Conversion must be completed before this date.
Share Capital of Change Group AS:
Share capital of Change Group AS stands at €791,847.60. During the conversion, CNG tokens will be converted into shares or share units, streamlining all trading activity onto one platform.
1,000 CNG tokens equate to 1,000 share units on Funderbeam or 100 shares in Nasdaq CSD. This results in a conversion ratio of 1,000:100. To elucidate, 1,000 CNG tokens will stand for 100 shares of Change Group, each valued at a nominal €0.10. Notably, Funderbeam applies a ten-fold multiplier for these share units.
CNG Rounding Procedure:
For conversion, a minimum of 100 CNG tokens is a prerequisite. Balances falling short of this mark will be rounded down to zero. Throughout the conversion phase, CNG balances will similarly be rounded down to the nearest ten.
- 107 CNG = 100 Share Units on Funderbeam
- 312 CNG = 310 Share Units on Funderbeam
- 98 CNG = 0 Share Units (these unconverted CNGs will then revert to unallocated Change Group AS treasury shares)
A dedicated calculator on our investor page aids in determining the post-conversion share units.
Process for Receiving Shares or Share Units:
CNG holders are able to convert their tokens into Change Group AS shares or share units. Post conversion, shares originating from CNG tokens will be transferred from Change Public Investors OÜ to the Funderbeam nominee account. Subsequently, Change Public Investors OÜ will dissolve.
An alternate route exists for conversion into direct shareholding held with Nasdaq CSD. However, this method attracts supplementary fees (€500), mandates the endorsement of a shareholder adherence agreement and you have to own a securities account as a prerequisite for this option.
For the purpose of conversion, initiating a separate account on Funderbeam or a securities account on Nasdaq CSD becomes essential. Instructions on accepting your shares on the Funderbeam platform can be found here.
Trading of share units on Funderbeam:
In tandem with Funderbeam, we will introduce a facility to trade Change share units on Funderbeam’s platform.
- Commencing November 13th, CNG holders will have the provision to convert to Funderbeam share units or transition to Nasdaq.
- Acquiring your shares units on Funderbeam is devoid of supplementary charges with an easier process; in contrast, conversion into direct shareholding with Nasdaq CSD will entail extra fees and, additional, the need for acceeding to the shareholders' agreement of Change.
- CNG tokens are exchanged for share units on Funderbeam at a 1:1 ratio.
- For conversion, holding a minimum of 100 CNGs is essential.
- CNGs undergo a rounding down to the closest ten.
- The conversion will conclude on February 29th, 2024 and is mandatory for all CNG holders as the tokens will lose all their value at that date.