history
Corporate and Share Capital History
April 2003
Total Sports Online is a Norwegian joint stock company, or allmennaksjeselskap, incorporated under and governed by the Norwegian Public Limited Companies Act 1997 and was incorporated on 25 April 2003 with a share capital of NOK 1 million, consisting of 7,215,130 shares each having a par value of NOK 0.13859764. The sole subscriber was Fast Search & Transfer AS, thereby making Total Sports Online a wholly owned subsidiary of Fast Search & Transfer AS at the time of incorporation.
May 2003
In a corporate reorganization, the annual general meeting of Fast Search & Transfer AS on 7 May 2003 adopted a resolution to distribute to its shareholders one share in Total Sports Online for each 100 shares owned in Fast Search & Transfer AS as of 9 May 2003. This involved the distribution of shares in Total Sports Online representing 26% of the issued shares in Total Sports Online.
Further, the extraordinary general meeting of Total Sports Online on 7 May 2003 adopted a resolution for a private placement of shares in Total Sports Online to new investors, whereby the new investors were issued 25% of the shares in Total Sports Online in return for a total subscription price of NOK 7,215,129. In the private placement, it was resolved that a total of 9,620,173 new shares were issued in Total Sports Online, at a subscription price per share of NOK 3.
At the same time as the private placement was resolved by the extraordinary general meeting of Total Sports Online (and as a condition to the subscriptions under the private placement), Fast Search & Transfer AS transferred the entire shareholding in Fast Web Media (FWM), a UK private company limited by shares pursuant to the The Companies Act (UK) 1985, to Total Sports Online at the same value as applied as the basis for the private placement.
The total consideration for the FWM shares was NOK 21,645,390, of which Total Sports Online paid NOK 1 million to Fast Search & Transfer AS in cash, while the remaining consideration was converted into share capital. The conversion was carried out through an increase of the par value of each of the existing (pre private placement) 7,215,130 Total Sports Online shares to NOK 0.25, totaling NOK 803,782.50, while the remaining amount of NOK 19,841,607 was added to the share premium fund of Total Sports Online.
Following completion of the above, Fast Search & Transfer AS's shareholding in Total Sports Online was reduced from 100% to 49%.
Total Sports Online is therefore the parent company of FWM. Total Sports Online will be a single purpose company with no activity other than the shareholding in FWM. As a result of the corporate reorganization, the ordinary shares of FWM at their historical book value together with the cash proceeds and intangible assets received through shareholder subscription constitute the only material assets of Total Sports Online.
November 2003
A private placement of shares in Total Sports Online AS ("TSO") was resolved by a board resolution dated 25 November 2003. The resolution was made pursuant to a board authorisation granted by the 7 May 2003 EGM.
The share capital in the Company increased by NOK 500,000 through the issuance of 2 million new shares, each having a par value of NOK 0.25. The subscription price per share was NOK 6, and the total subscription amount was therefore NOK 12 million.
Following the share issue, the share capital in TSO was NOK 2,905,043.25 consisting of 11,620,173 shares, each having a par value of NOK 0.25.
December 2003
At the Extraordinary General Meeting ("EGM") in Total Sports Online AS ("TSO") held in Oslo, Norway on December 17th 2003, the shareholders passed a resolution for a share issue to existing shareholders as of the date of the EGM. Each shareholder was entitled to subscribe for one (1) lot of shares consisting of 2,000 shares at a subscription price of NOK 6 per share. TSO circulated a prospectus to its shareholders in accordance with Chapter 5 of the Norwegian Securities Trading Act. The subscription period commenced on 5 January 2004 and expired at the end of business on 14 January 2004. The subscription price was due for payment on 23 January 2004.
By reason of the foregoing, the EGM resolved that the Company's share capital increased with, at a minimum, NOK 5,000 and, at a maximum, NOK 1,603,500 by issuance of, at a minimum, 20,000 shares and, at a maximum, 6,414,000 shares, each having a par value of NOK 0.25.
The EGM further elected Roger Moody and Desmond Kelly, both being well-known personalities within the English sports media, as new and additional Board members. The Board was consequently composed of the following individuals: Thomas Fussell, Robert Keith, Michael J. Flynn, Morten Opstad, Roger Moody and Desmond Kelly.
Lastly, the EGM resolved certain minor technical amendments to the Company's Articles of Association, among other things, providing that the Company's shareholders must notify the Company of his or her attendance at a general meeting no later than two days before the general meeting.
An updated list of major shareholders can be found by clicking here